Terms and Conditions
PLEASE READ THIS LEGAL DOCUMENT CAREFULLY. THESE TERMS & CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS.
Jensen Technology, Inc. dba Keeper (referred to in these Terms as "Keeper," "we," "us," or "our") offers products and/or services, including Subscriptions thereto, through use and/or purchase of an application (the “App”), accessible via our website at www.devkeeper.kinsta.cloud or any subdomain thereof (the “Website”).
These Terms and Conditions (these “Terms”) govern User’s access to and use of the App and any Product or service offered by us in existence now or in the future (collectively, and together with the App and Website, the “Services”), UNLESS YOU AND KEEPER HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT APPLIES TO YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO A SUBSCRIPTION AGREEMENT OR SIMILAR AGREEMENT,IN WHICH CASE, SUCH SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND KEEPER SHALL GOVERN AND SHALL CONTROL OVER THESE TERMS. Capitalized words are defined in the relevant dedicated section of these Terms. User must read this document carefully, as these Terms serve as a binding contract between you and Keeper. By using the Services, you agree to these Terms and to our Privacy Policy If a separate written agreement incorporates these Terms, and such agreement conflicts with these Terms, then the terms of such separate written agreement shall control.
Nothing in these Terms creates any relationship of employment, agency, or partnership between you and Keeper.
We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms at any time in our sole discretion. You should check these Terms periodically for changes. From time to time, we may supplement these Terms with additional terms and conditions pertaining to
specific content, activities or events (“Additional Terms”). Such Additional Terms may be placed on the Website and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into these Terms. By using the Services after we post any changes to these Terms, you are deemed to have accepted those changes, whether or not you have reviewed them. If you do not agree to, or do not wish to be bound by, these Terms, you may not access or use the Services. These Terms begin on the date you first access or use any of the Services and continue as long as you continue to use the Services.
If you do not comply with these Terms at any time, we reserve the right to terminate, delete and/or deactivate your password, User account, and/or present or future access to the Services (or any part thereof). In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Services, including, but not limited to, restricting or terminating any User’s right to use the Services. You agree that any termination or cancellation of your access to, or use of, the Services may be effected without prior notice. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of the Services.
TERMS OF USE
General
Unless otherwise specified, these Terms apply generally when you use or otherwise access the Services. You can use our Services for your own personal and lawful use and as otherwise permitted under these Terms.
Single or additional conditions of use or access may apply in specific scenarios
and in such cases are additionally indicated within these Terms.
By using the Services, Users confirm to meet the following requirements:
- Users are at least 13 years of
age;
- Users aren’t located in a country
that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a
“terrorist-supporting” country; - Users aren’t listed on any U.S.
Government list of prohibited or restricted parties;
Account registration and maintenance
To use the Services, Users must register or create a User account through the
Website and may enter into a subscription agreement for full access to the Services (each, a “Subscription”).
You must provide all requested data or information in a complete and truthful manner in connection with your
account registration and/or purchase of a Subscription. Failure to do so will cause unavailability of the
Service.
Users are responsible for keeping their login credentials confidential and safe.
For this reason, Users are also required to choose passwords that meet the highest standards of strength
permitted by the App. Additionally, Users are responsible for keeping their billing and account information
up-to-date, and Users must promptly notify Keeper if their payment method is cancelled (e.g., due to loss or
theft) or if a User becomes aware of a potential breach of security. If a User fails to keep their account
information up to date, we have the right to suspend or terminate your access to the Services.
When purchasing a Subscription or otherwise using the Services, you may not use
someone else’s name, or any name, location, other public profile information or image that violates any
third-party rights, is against the law, or that is offensive, obscene or otherwise objectionable (as determined
in our sole discretion).
By registering for an account and/or purchasing a Subscription, Users agree to be
fully responsible for all activities that occur under their username and password or otherwise through a
Subscription, including any activity by unauthorized users. You may not allow others to use your Subscription or
User account. You must safeguard the confidentiality of your password associated with your account, and if you
are using a device that is or may become accessible by others, you must log out of your account after using the
Services. Users are required to immediately and unambiguously inform Keeper via the contact details indicated in
these Terms, if they think their personal information, including but not limited to User accounts, access
credentials or personal data, have been violated, unduly disclosed or stolen.
Account termination
Users can terminate their account and stop using the Services at any time by
directly contacting Keeper at the contact details provided in these Terms any pre-paid fees paid to Keeper for
the Services shall not be refundable. Once your account has been terminated, you will retain access to any paid
features throughout the remainder of the term of the Subscription you purchased, if applicable.
Account suspension and
deletion
Keeper reserves the right, at its sole discretion, to suspend, disable or delete
at any time and without notice, User accounts or any part thereof and all or a portion of your access to the
Services if (a) you provide false or inaccurate information in connection with your use of the Services or
purchase of a Subscription, (b) you engage in conduct that is a violation of applicable law in connection with
your use of the Services, (c) you violate these Terms, (d) you engage in abusive, harassing, or threatening
conduct to other users or Keeper staff, employees, or agents, (e) use of a User account is used for
inappropriate or offensive purposes, or (f) your use of the Services tend to damage Keeper’s reputation or
goodwill. If your account or Subscription is terminated or suspended for any reason, your license to use any
software or content provided in connection with the Services is also terminated or suspended (as
applicable).
The termination, suspension or deletion of User accounts shall not entitle Users
to any claims for compensation, damages or reimbursement.
The termination, suspension or deletion of User accounts due to causes
attributable to User does not exempt User from paying any applicable fees or prices in connection with the
Services.
Keeper may also terminate your account for any reason for convenience, with or
without cause, following thirty (30) days’ prior written notice stating its intent to terminate the Services
being provided to you.
Content on the App
Unless where otherwise specified on the App or as otherwise set forth herein, all
works of authorship of any kind as well as any information or other materials that are generated, provided or
otherwise made available on the App or otherwise through use of or access to the Services (collectively,
“Content”) is owned or provided by Keeper or its licensors.
Keeper strives to ensure that the Content provided in connection with the Services
infringes no applicable legal provisions or third-party rights. However, it may not always be possible to
achieve such a result, and Keeper makes no representations or warranties regarding non-infringement of the
Content provided in connection with the Services. In such cases, without prejudice to any legal prerogatives of
Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact
details provided in these Terms. For avoidance of doubt, Content does not include data or other content you
provide to Keeper or otherwise make available through the Services, including without limitation all Personal
Information (as defined in our Privacy Policy) (the “User Data”). As between you and Keeper, User Data shall be
deemed owned by you. You, not Keeper, will have sole responsibility for the accuracy, quality, integrity,
legality and intellectual property ownership of all User Data provided to Keeper in connection with the
Services. You represent and warrant that you possess all rights and have obtained all necessary consents
necessary to provide User Data to Keeper and allow Keeper to access and use such User Data in accordance with
our Privacy
Policy and to provide the Services to you.
Rights regarding Content – All rights
reserved
As between you and Keeper, Keeper holds and reserves all intellectual property
rights and proprietary rights in and to all Content, other than Content that has been licensed to us by a third
party. Users may not therefore use any Content in any way that is not necessary or implicit in the proper use of
the Services.
In particular, but without limitation, Users may not copy, download, share (beyond
the limits set forth below), modify, translate, transform, decompile, reverse engineer, disassemble, publish,
transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the Content,
nor allow any third party to do so through User or their device, even without User’s knowledge.
Where explicitly stated on the App, User may download, copy and/or share some
Content available through the Services for its sole personal and non-commercial use and provided that the
copyright attributions and all the other attributions requested by Keeper are correctly implemented. Unless
otherwise specified, copying or modifying any Content or using Content for any purpose other than your personal,
non-commercial use of the Services, including use of any such Content on any other website or networked computer
environment, is strictly prohibited. All rights not expressly granted by Keeper in these Terms are
reserved.
Any applicable statutory limitation or exception to copyright shall stay
unaffected.
Access to external resources
Through the App or otherwise through use of the Services Users may have access to
external resources provided by third parties. Users acknowledge and accept that Keeper has no control over such
resources, nor has Keeper reviewed or approved the content, advertising, products or other materials on or
available through such resources, and is therefore not responsible for the legality, accuracy, inappropriate
nature, or availability of such content. Each User acknowledges that we are not responsible or liable, directly
or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access or use
of any of the links, content, goods or services available on or through these third-party resources.
Conditions applicable to any resources provided by third parties, including those
applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions
or, in the absence of those, applicable statutory law.
Acceptable use; General prohibitions
The Services, including the App, may only be used within the scope of what they
are provided for pursuant to these Terms and applicable law.
Users are solely responsible for making sure that their use of the Services and
the provision of User Data to Keeper violates no applicable law, regulations or third-party rights.
Therefore, Keeper reserves the right to take any appropriate measure to protect
its legitimate interests, including by denying Users access to the App or the Services, terminating or
suspending your User account, terminating your Subscription, if applicable, and/or reporting any misconduct
performed through or in connection with the Services to the competent authorities – such as judicial or
administrative authorities – whenever Users engage or are suspected to engage in any activities prohibited by
these Terms.
At all times when using or interacting with the Services, whether through the
Website, the App, or otherwise, you agree not to do any of the following activities, unless expressly permitted
by Keeper in writing:
- Download and/or install any
third-party software and/or application on any of our computer systems (excluding assistive technologies
that are necessary for your own use of the Services, such as screen-readers) that is not expressly permitted
by us in writing; - Use, display, mirror or frame the
Services or any individual element within the Services, or our name, any of our name, logos, and affiliated
properties, designs, trademarks, service marks, trade names and trade dress (“Trademarks”) or other
proprietary information, or the layout and design of any page or form contained on a page; - Access, tamper with, or use
non-public areas of the Services, our computer systems, or the technical delivery systems of our
providers; - Attempt to probe, scan or test the
vulnerability of any of our systems or networks or breach any security or authentication measures; - Avoid, bypass, remove, deactivate,
impair, descramble or otherwise circumvent any technological measure implemented by us or any of our
providers or any other third party (including another user) to protect the Services or Content
therein; - Bypass any territorial
restrictions, including IP address-based restrictions, that may be applied to the Services; - Attempt to access, scrape or search
the Services or any Content therein or download Content from the Services, including through the use of any
engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools,
plugins, add-ons or the like), other than the software and/or search agents provided by us or other
generally available third-party web browsers; - Send any unsolicited or
unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of
solicitation; - Use any meta tags or other hidden
text or metadata utilizing our Trademarks, URL or product name without our express prior written
consent; - Use the Services or any Content, or
any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not
permitted by these Terms, by the terms of a subscription agreement executed by you, or permitted expressly
in writing by us; - Attempt to decipher, decompile,
disassemble or reverse engineer any of the software used to provide the Services or Content; - Reproduce, duplicate, copy, sell,
resell or exploit any portion of the App or other part of the Services; - Interfere with, or attempt to
interfere with, the access of any user, host or network, including, without limitation, sending a virus,
overloading, flooding, spamming, or mail-bombing the Services; - Collect or store any personally
identifiable information from the Services from other users of the Services without their express
permission; - Alter, replicate, store, distribute
or create derivatives from the Content available via the Services except as expressly permitted in writing
by us; - Impersonate or misrepresent your
affiliation with any person or entity; - Access, use or exploit the Services
in any manner (other than as expressly permitted by these Terms), including to build, develop (or commission
the development of), replicate, or consult upon any product or service that may compete (directly or
indirectly) with us or the Services; - Reverse engineer, decompile,
disassemble, copy, modify or create derivative works of the App; - Distribute, transfer, sublicense,
lease, lend or rent the App to any third party; - Violate any laws, regulations
and/or these Terms; - Infringe any third-party
rights; - impair or harm Keeper’s legitimate
business interests; - offend Keeper or any third party;
or - encourage or enable any other
individual or entity to do any of the following.
Although we’re not obligated to monitor access to or use of the Services or
Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these
Terms, to comply with applicable law or other legal requirements, and to maintain the integrity and reputation
of the Services and our systems. We have the right to investigate violations of these Terms or conduct that
affects the Services or the users thereof. We may also consult and cooperate with law enforcement authorities to
prosecute users who violate applicable law in connection with users’ use of the Services.
Service interruption
To ensure the best possible service level, Keeper reserves the right to interrupt
the Services for maintenance, system updates or any other changes at any time, and will inform User
appropriately within a reasonable time.
Within the limits of law, Keeper may also decide to suspend or terminate the
Services altogether in its sole discretion. If the Services, or any portion thereof, are terminated, Keeper will
cooperate with Users to enable them to withdraw Personal Information (as defined in the Privacy Policy) or information in accordance with applicable law and these Terms.
“Tell-a-friend”
The App gives Users the opportunity to receive advantages if, as a result of their
recommendation, any new User purchases a Product offered on the App.
In order to take advantage of this offer, Users may invite others to
purchase the Products on the App by sending them a tell-a-friend code provided by Keeper. Such codes can only be
redeemed once.
If, upon purchase of the Products on the App, any of the persons so invited
redeems a tell-a-friend code, the inviting User shall receive the advantage or benefit (e.g., a price reduction,
an additional service feature, an upgrade etc.) specified on the App.
Tell-a-friend codes may be limited to specific Products among those offered
on the App and are subject to additional terms and restrictions as may be established by Keeper at any
time.
Keeper reserves the right to end the tell-a-friend offer, or any other offer
established by Keeper, at any time at its own discretion.
While no general limitation applies to the number of persons that can be invited
via the tell-a-friend system, the amount of advantage or benefit that each inviting User can receive may be
limited by Keeper in its sole discretion.
Intellectual Property Rights; Software license
Without prejudice to any more specific provision of these Terms, as between you
and Keeper, Keeper owns the Services, the Content, all Trademarks, designs, copyrights, patents, and other
audio-visual or static content, photographs, audio, images, illustrations, graphics, software, features, code,
data, materials and other information or applications displayed on, embedded in, or otherwise made available
through the Services, other than content that has been licensed to us by third parties (collectively, “Keeper
IP”), including all intellectual property rights and proprietary rights in and to such Keeper IP, and such
Keeper IP is subject to the protection granted by applicable laws or international treaties relating to
intellectual property.
Subject to each User’s compliance with these Terms, and solely for so long as such
User is permitted by Keeper to access and use the Services, Keeper merely grants each such User a limited,
revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the software and/or
any other technical means embedded in the Services within the scope and for the purposes of the App and the
Services offered and only for such User’s own personal, non-commercial purposes. This license includes the right
to view Content available on and in connection with the Services.
This license does not grant Users any rights of access, usage or disclosure of the
original source code of the App. All techniques, algorithms, and procedures contained in the App’s software and
any documentation related thereto related is Keeper’s or its licensors’ sole property.
All rights and license grants to Users hereunder shall immediately terminate upon
a User’s violation of, or any termination or expiration of, these Terms, or upon the termination, cancellation,
or suspension of a User account in accordance with these Terms.
TERMS AND CONDITIONS OF SALE
Paid Products
Some of the good or service available for purchase through the App (e.g. physical
goods, digital files, software, booking services) (“Products”), as part of the Services, are provided on the
basis of payment.
The fees, duration and conditions applicable to the purchase of such Products are
described below and in the dedicated sections of the App.
Product description
Prices, descriptions or availability of Products are outlined in the respective
sections of the App and are subject to change without notice.
While Products on the App are presented with the greatest accuracy technically
possible, representation on the App through any means (including, as the case may be, graphic material, images,
colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased
Product.
The characteristics of the chosen Product will be outlined during the purchasing
process.
Order submission
When User submits an order for a Product, the following applies:
- The submission of an order creates
a contract between User and Keeper and therefore creates for User the obligation to pay the price, taxes and
possible further fees and expenses in connection with the order, as specified on the order page. - In case the purchased Product
requires active input from User, such as the provision of Personal Information (as defined in the Privacy Policy) or data, specifications or special wishes, the order submission creates an
obligation for User to provide such information accurately. - Upon submission of the order, Users
will receive a receipt confirming that the order has been received.
All notifications related to the described purchasing process shall be sent to the
email address provided by User for such purposes.
Prices
Users are informed during the purchasing process and before order submission about
any fees, taxes and costs (including, if any, delivery costs) that they will be charged.
Prices on the App are displayed either exclusive or inclusive of any applicable
fees, taxes and costs, depending on the section User is browsing.
To the extent permitted by applicable law, we reserve the right to increase our
prices at any point in our sole discretion; provided, that the increased price shall not take effect until the
next renewal period of your Subscription, if applicable.
Offers and discounts
Keeper may offer discounts or provide special offers for the purchase of Products.
Any such offer or discount shall always be subject to the eligibility criteria and the terms and conditions set
out in the corresponding section of the App.
Offers and discounts are always granted at Keeper’s sole discretion.
Repeated or recurring offers or discounts create no claim/title or right that
Users may enforce in the future.
Depending on the terms and conditions applicable to discounts and offers, such
discounts or offers shall be valid for a limited time only or while supplies last. If an offer or discount is
limited by time, the time indications refer to the time zone of Keeper, as indicated in Keeper’s contact
information in these Terms, unless otherwise specified.
Coupons
Keeper may issue codes or vouchers, in print or electronic form, which allow User
to purchase one or more Products at a discounted price (“Coupons”). Any Coupons issued shall at all times be
subject to the terms and conditions placed on the use of such Coupons by Keeper, as determined by Keeper in its
sole discretion.
If breach of the conditions applicable to Coupons occurs, Keeper may prevent User
from using the applicable Coupon, as determined in Keeper’s sole discretion .
Notwithstanding the provisions below, any additional or conflicting rules
applicable to using the Coupons that are displayed in the corresponding information page or on the Coupon itself
shall always prevail over the below provisions.
Unless otherwise stated, the following rules apply to the use of Coupons:
- Each Coupon is only valid when used
in the manner and within the timeframe specified on the website and/or the Coupon; - A Coupon may only be applied, in
its entirety, at the actual time of purchase – partial use is not permitted; - Unless otherwise stated, single-use
Coupons may only be used once per purchase and therefore may only be applied a single time, even in cases
involving installment-based purchases; - A Coupon cannot be applied in
combination with other Coupons; - The Coupon must be redeemed
exclusively within the time specified in the offer. After this period, the Coupon will automatically expire,
precluding any possibility for User to claim the relevant rights, including cash-out; - User is not entitled to any
credit/refund/compensation if there is a difference between the value of the Coupon and the redeemed value
of a Product; - The Coupon is intended solely for
non–commercial use. Any reproduction, counterfeiting and commercial trade of the Coupon is strictly
forbidden, along with any illegal activity related to the purchase and/or use of the Coupon.
Methods of payment
Information related to accepted payment methods are made available during the
purchasing process of the relevant Product.
Some payment methods may only be available subject to additional conditions or
fees. In such cases, related information can be found in the dedicated section of the App.
All payments are independently processed through third-party services. Please read
our Privacy
Policy in connection with our collection and processing of your
Personal Information (as defined in the Privacy Policy), including credit card and other payment
information.
You represent and warrant that you have the legal right to use all payment
method(s) you provide us. If payment through the available methods fail or is refused by the payment service
provider, Keeper shall be under no obligation to fulfil the purchase order. Any possible costs or fees resulting
from the failed or refused payment shall be borne by User. You further acknowledge and agree that we will not
have any liability whatsoever for any insufficient funds or other charges incurred by you due to attempts to
charge and/or place holds on your specified payment method as contemplated by these Terms.
Retention of usage rights
Users do not acquire any rights to use the purchased Product until the total
purchase price is received by Keeper .
Delivery
The purchased Product shall be performed or made available within the timeframe
specified on the App or as communicated by Keeper before the order submission.
Contract duration
Trial period
Users may have the option to test the App or selected Products during a limited
and non-renewable trial period, at no cost. Some features or functions of the App may not be available to Users
during the trial period. Further conditions applicable to the trial period, including its duration, will be
specified on the App and/or the Website.
The trial period shall end automatically and shall not convert into any paid
Product unless and until User actively purchases such paid Product.
Subscriptions
Subscriptions allow Users to receive a Product continuously or regularly over a
determined period of time.
Paid Subscriptions begin on the day the payment is received by Keeper.
In order to maintain Subscriptions, Users must pay the required recurring fee in a
timely manner. Failure to do so may cause the Product and/or Services to be unavailable. The payment method used
for the initial Subscription purchase will be charged at the end of the Subscription term outlined in User’s
receipt, unless User updates such payment method prior to the renewal date. Keeper’s use of such information
shall be governed by the Privacy Policy. By purchasing a
Subscription, User acknowledges that the Subscription has recurring payment features and accepts responsibility
for all recurring payment obligations prior to any cancellation of the Subscription by User or Keeper.
All paid Subscriptions automatically renew at the end of their monthly or annual
terms, as applicable. The Subscription renewal date will be the day immediately following the end date of your
current Subscription period. User will not be eligible for a prorated refund of any portion of the Subscription
fee paid for the then-current Subscription period, except as otherwise may be required pursuant to applicable
law.
In the event the foregoing terms conflict with the terms and conditions agreed to
by User and Keeper pursuant to a separate agreement, the terms of such separate agreement shall control over
these Terms.
Termination of open-ended
subscriptions
In the event a User purchases an open-ended Subscription (on a month-to-month basis or otherwise) with no
stated termination date, such Subscription may be terminated at any time by User sending a clear and unambiguous
termination notice to Keeper using the contact details provided in these Terms.
Terminations of such open-ended Subscriptions shall take effect one (1) day after the notice of
termination has been received by Keeper.
LIABILITY AND INDEMNIFICATION
Disclaimer of Warranties
We reserve the right to modify the Services or any component thereof, including,
but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of
the Services, at any time, in our sole discretion. User is responsible for providing its own access (e.g.,
computer, mobile device, Internet connection, etc.) to the Services. We have no obligation to screen or monitor
any Content and do not guarantee that any Content available on the Services is suitable for all Users or that it
will continue to be available for any length of time.
THE PRODUCTS, CONTENT, AND SERVICES, INCLUDING THE APP, IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY
KIND. USE OF THE SERVICES IS AT
USERS’ OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
OTHER THAN AS EXPRESSLY PROVIDING IN WRITING BY KEEPER IN CONNECTION WITH
YOUR PURCHASE OR USE OF THE PRODUCTS OR SERVICES, KEEPER EXPRESSLY
DISCLAIMS ANY AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE,
AND ANY OTHER WARRANTY THAT MAY ARISE UNDER ANY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY USER FROM KEEPER OR THROUGH USE OF OR ACCESS TO THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED
HEREIN.
WITHOUT LIMITING THE FOREGOING, KEEPER DOES NOT WARRANT THAT THE SERVICES ARE
ACCURATE, RELIABLE, COMPLETE, TIMELY, OR ERROR-FREE; THAT THE SERVICES WILL MEET USERS’ REQUIREMENTS OR NEEDS;
THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY
DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO
NOT MAKE ANY WARRANTIES AS TO THE RESULT OR OUTCOME OF USING THE SERVICES OR PROPERLY FOLLOWING ANY
INSTRUCTIONS, RECOMMENDATIONS OR DIRECTIONS CONTAINED IN THE SERVICES OR THE CONTENT THEREIN. ANY CONTENT
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT USERS’ OWN RISK, AND USERS
SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USERS’ COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT
RESULTS FROM SUCH DOWNLOAD OR USERS’ USE OF THE SERVICES. TO THE EXTENT THAT ANOTHER PARTY MAY HAVE ACCESS TO OR
VIEW CONTENT AND/OR ACCESS THE SERVICES ON YOUR DEVICE, YOU ARE SOLELY RESPONSIBLE FOR INFORMING SUCH PARTY OF
ALL DISCLAIMERS AND WARNINGS IN THESE TERMS.
KEEPER DOES NOT WARRANT, ENDORSE,
GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH
THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND KEEPER
SHALL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN USERS
AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
THE SERVICES MAY BECOME INACCESSIBLE OR IT MAY NOT FUNCTION PROPERLY WITH USERS’
WEB BROWSER, MOBILE DEVICE, AND/OR OPERATING SYSTEM. KEEPER SHALL NOT BE HELD LIABLE FOR ANY PERCEIVED OR ACTUAL DAMAGES ARISING FROM SERVICE
CONTENT, OPERATION, OR USE OF THE SERVICES.
FEDERAL LAW, SOME STATES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND
LIMITATIONS OF CERTAIN IMPLIED WARRANTIES. THE ABOVE EXCLUSIONS MAY NOT APPLY TO USERS. THESE TERMS GIVES USERS
SPECIFIC LEGAL RIGHTS, AND USERS MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND
EXCLUSIONS UNDER THIS AGREEMENT SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
THE TERMS OF THIS SECTION 1 SHALL SURVIVE ANY TERMINATION OF THESE TERMS.
Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KEEPER, OR ANY OF ITS SUBSIDIARIES, AFFILIATES,
OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, PARTNERS, SUPPLIERS OR EMPLOYEES OR ANY OTHER PARTY INVOLVED IN
CREATING, PRODUCING, OR DELIVERING THE PRODUCTS, SERVICES, OR CONTENT BE LIABLE FOR ANY INDIRECT, PUNITIVE,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF
PROFITS, GOODWILL, USE, DATA, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, INABILITY TO USE THE
SERVICES OR CONTENT OR ANY OTHER INTANGIBLE LOSSES, HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY, ARISING OUT
OF OR RELATING TO (I) THE SERVICES, (II) THE USE OF, OR INABILITY TO USE, THE SERVICES, (III) THE USE OF OR
RELIANCE ON ANY CONTENT OR INFORMATION DISPLAYED IN OR ON THE SERVICES, OR ANY ERRORS, MISTAKES, OR INACCURACIES
OF CONTENT, (IV) THE PURCHASE OR USE OF ANY SUBSCRIPTIONS OR OTHER PRODUCTS OR SERVICES THROUGH THE APP OR
OTHERWISE, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OF DATA OR OTHER INFORMATION
THAT IS SENT OR RECEIVED BY THE SERVICES; (VI) ERRORS, SYSTEM DOWN TIME NETWORK OR SYSTEM OUTAGES, FILE
CORRUPTION, HACKING, TAMPERING, UNAUTHORIZED USE OF THE SERVICES OR OF A USER’S ACCOUNT, BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, OR SERVICE INTERRUPTIONS; (VII) PERSONAL
INJURY OR PROPERTY DAMAGE RESULTING FROM A USER’S ACCESS TO OR USE OF THE SERVICES; OR (VIII) OTHERWISE UNDER
THESE TERMS, WHETHER OR NOT REASONABLY FORESEEABLE.
IN NO EVENT SHALL KEEPER’S AGGREGATE LIABILITY TO A USER ARISING OUT OF OR IN CONNECTION WITH (I) ANY WARRANTIES
RELATING TO KEEPER’S PRODUCTS, SERVICES OR CONTENT, (II) THESE TERMS, OR (III) A USER’S USE OF THE SERVICES,
INCLUDING, BUT NOT LIMITED TO, FROM A USER’S PURCHASE OF ANY PRODUCT VIA THE APP, OR FROM THE USE OF OR
INABILITY TO USE THE APP, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN THE AGGREGATE, EXCEED
THE GREATER OF (I) $100 OR (II) THE AMOUNT PAID BY SUCH USER TO KEEPER HEREUNDER IN THE TWELVE (12)-MONTH PERIOD
PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR THE PERIOD OF DURATION OF THIS AGREEMENT BETWEEN KEEPER AND USER, WHICHEVER IS SHORTER.
THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED
BY LAW IN THE APPLICABLE JURISDICTION WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF KEEPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, THEREFORE THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO USER. THE TERMS GIVE USER
SPECIFIC LEGAL RIGHTS, AND USER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE
DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THE TERMS SHALL NOT APPLY TO THE EXTENT PROHIBITED
BY APPLICABLE LAW.
THE TERMS OF THIS SECTION 2 SHALL SURVIVE ANY TERMINATION OF THESE TERMS.
Indemnification
User agrees to defend, indemnify and hold Keeper and its subsidiaries and each of
its and their respective affiliates, officers, directors, agents, co-branders, partners, contractors,
representatives, consultants, suppliers and employees harmless from and against any and all claims, demands,
damages, obligations, losses, liabilities, costs or debts, and expenses of any kind, including, but not limited
to, legal fees and expenses, arising from or relating to (i) User’s use of, access to, and/or activities on the
Service, including any data or content transmitted or received by User in connection therewith; (ii) User’s
violation of these Terms, including, but not limited to, User’s breach of any of the representations and
warranties set forth in these Terms; (iii) User’s violation of any third-party rights, including, but not
limited to, any right of privacy or intellectual property rights of Keeper or a third party; (iv) User’s
violation of any applicable law, rule, or regulation; (v) any and all activities that occur under or in
connection with a User’s account username, password, and otherwise in connection with the Services, including
without limitation any content that is submitted from User’s account, including via third party access using
User’s unique username, password or other security measure; or (vi) User’s negligence or more culpable actions,
including willful misconduct. THE TERMS OF THIS SECTION 3 SHALL SURVIVE
ANY TERMINATION OF THESE TERMS.
DISPUTE RESOLUTION; ARBITRATION REQUIREMENT; CLASS ACTION WAIVER
IMPORTANT – PLEASE REVIEW, AS THIS MAY AFFECT YOUR LEGAL RIGHTS. APPLICABLE TO
THE FULL EXTENT PERMITTED BY LAW.
Mandatory Arbitration of Disputes
YOU AND KEEPER EACH AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF
OR RELATING TO OUR PRODUCTS, SERVICES, THESE TERMS, INCLUDING OUR PRIVACY POLICY, OR THE BREACH, TERMINATION,
ENFORCEMENT, INTERPRETATION, OR VALIDITY OF THESE TERMS OR OTHER UNDERLYING AGREEMENT BETWEEN KEEPER AND USER IN
CONNECTION WITH THE SERVICES, OR THE ACCESS TO OR USE OF THE SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE
WEBSITE, OR ANY ASPECT OF YOUR RELATIONSHIP WITH US (COLLECTIVELY, “DISPUTES”), WILL BE RESOLVED SOLELY BY
CONFIDENTIAL, BINDING, INDIVIDUAL ARBITRATION, AND NOT IN A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION OR
PROCEEDING, EXCEPT THAT EACH PARTY RETAINS THE RIGHT TO (I) BRING AN INDIVIDUAL ACTION TO RESOLVE A DISPUTE IN
SMALL CLAIMS COURT IF THE DISPUTE QUALIFIES, SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ONLY ON AN
INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS; AND (II) SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT
OF COMPETENT JURISDICTION TO PREVENT OR ENJOIN THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR
VIOLATION OF A PARTY’S COPYRIGHTS, TRADEMARK, TRADE SECRETS, PATENTS, OR OTHER INTELLECTUAL PROPERTY
RIGHTS.
NOW OR IN THE FUTURE, THERE MAY BE LAWSUITS AGAINST US ALLEGING CLASS, COLLECTIVE,
AND/OR REPRESENTATIVE CLAIMS. SUCH CLAIMS, IF SUCCESSFUL, COULD RESULT IN SOME MONETARY RECOVERY TO YOU. THE
EXISTENCE OF SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS DOES NOT MEAN THAT SUCH LAWSUITS WILL
ULTIMATELY SUCCEED. BUT, IF YOU AGREE TO ARBITRATION WITH US, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT
PARTICIPATE IN OR SEEK TO RECOVERY MONETARY OR OTHER RELIEF UNDER SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE
LAWSUITS. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US IN AN INDIVIDUAL ARBITRATION
PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
YOU ACKNOWLEDGE AND AGREE THAT BOTH YOU AND KEEPER ARE WAIVING THE RIGHT TO A
TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS
ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS WE BOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT
CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR
REPRESENTATIVE PROCEEDING. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THIS “DISPUTE RESOLUTION” SECTION WILL
SURVIVE TERMINATION OF THESE TERMS.
Initial Dispute Resolution and Notification
YOU AGREE THAT BEFORE INITIATING ANY DISPUTE OR ARBITRATION PROCEEDING, WE WILL
ATTEMPT TO NEGOTIATE AN INFORMAL RESOLUTION OF ANY DISPUTE. TO BEGIN THIS PROCESS, BEFORE INITIATING ANY
ARBITRATION PROCEEDING, YOU MUST SEND A NOTICE OF DISPUTE (“NOTICE”) BY CERTIFIED MAIL TO THE ATTENTION OF
KEEPER’S LEGAL DEPARTMENT USING THE CONTACT INFORMATION PROVIDED BELOW. IN THE NOTICE, YOU MUST DESCRIBE THE
NATURE AND BASIS OF THE DISPUTE AND THE RELIEF YOU ARE SEEKING. IF WE ARE UNABLE TO RESOLVE THE DISPUTE WITHIN
FORTY-FIVE (45) DAYS AFTER OUR RECEIPT OF THE NOTICE, THEN YOU OR WE MAY INITIATE ARBITRATION PROCEEDINGS AS SET
OUT BELOW.
Conducting Arbitration and Arbitration Rules
THE ARBITRATION WILL BE CONDUCTED BY AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN
ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES THEN IN EFFECT, EXCEPT AS MODIFIED BY THESE TERMS. FOR MORE
INFORMATION ABOUT THE AAA AND THE ARBITRATION PROCESS, PLEASE VISIT THE AAA WEBSITE AT WWW.ADR.ORG.
ALL ISSUES ARE FOR THE ARBITRATOR TO DECIDE, EXCEPT THOSE ISSUES RELATING TO THE
SCOPE, APPLICATION, AND ENFORCEABILITY OF THIS ARBITRATION PROVISION ARE FOR THE COURT TO DECIDE. THE FEDERAL
ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION. THE LAWS OF THE UNITED
STATES, STATE OF TEXAS, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICT OF LAWS, APPLIES TO ANY ARBITRATION UNDER
THIS SECTION. UNLESS YOU AND WE AGREE OTHERWISE, ANY IN-PERSON HEARINGS FOR THE ARBITRATION SHALL TAKE PLACE IN
AUSTIN, TEXAS. THE ARBITRATOR’S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT
JURISDICTION. THIS SECTION SHALL SURVIVE ANY TERMINATION OF THESE TERMS, INCLUDING ANY TERMINATION OF YOUR
RELATIONSHIP WITH US. PAYMENT OF ALL FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA’S
RULES.
Limited Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE
TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH
CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. REMEDIES FOR ANY CLAIM BY YOU IN CONNECTION WITH THE WEBSITE,
APP, THE SERVICES, OR THESE TERMS SHALL BE LIMITED TO MONETARY DAMAGES, AND YOU HEREBY AGREE THAT YOU WILL NOT
BE ENTITLED TO ANY INJUNCTIVE OR EQUITABLE RELIEF.
COMMON PROVISIONS
No Waiver
Keeper’s failure or delay to assert or enforce any right or provision under these
Terms shall not constitute a waiver of any such right or provision. The waiver of any such right or provision
will be effective only if in writing and signed by a duly authorized representative of Keeper. No waiver shall
be considered a further or continuing waiver of such term or any other term.
Assignment of contract
Keeper reserves the right to transfer, assign, dispose of by novation, or
subcontract any or all rights or obligations under these Terms at any time to any person or entity without
restriction. Users may not assign or transfer their rights or obligations under these Terms in any way, without
the written permission of Keeper. Any attempt by you to assign or transfer these Terms without such consent will
be null and of no force and effect. Subject to the foregoing, these Terms will bind and inure to the benefit of
the parties hereto and their respective successors, heirs, executors, administrators, personal representatives
and assigns.
Entire Agreement
These Terms, the Privacy Policy, any other applicable
Keeper policy made available to you, and any other separate agreement entered into between you and Keeper in
connection with the Services (including, without limitation, a Subscription agreement or a Data Processing
Addendum) constitute the entire and exclusive understanding and agreement between Keeper and you regarding the
Services, including the Content therein, the App, and all Products, and services that may be provided in
connection therewith, and these Terms supersede and replace any and all prior oral or written understandings or
agreements between you and Keeper regarding the Services. In the event of
a conflict between any policies posted on the Website or the App and these Terms, these Terms will
control.
Force Majeure.
We are not liable for any failure or delay in performance of our obligations under
these Terms for causes beyond our reasonable control, including, but not limited to, “acts of God”, acts of
government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or
malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or
hosting facility, loss or malfunction of utility, transportation, computer (hardware or software) or telephone
communication service.
Severability
Should any provision of these Terms be deemed or become invalid or unenforceable
under applicable law or by a court of competent jurisdiction, the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions, which shall remain in full force and
effect.
Authoritative version of these Terms
These Terms are drawn up and revised in US English. Other language versions of
these Terms, if any, are provided for information purposes only. In the event of any inconsistency between
different linguistic versions, the version in US English shall always prevail.
Governing law
These Terms are governed by the laws of the State of Delaware, without regard to
conflict of laws principles.
Venue of jurisdiction
All Disputes that are not required to be arbitrated pursuant to these Terms will
be brought in the state and federal courts located in New Castle County, Delaware, United States of America, and
User hereby consents to the jurisdiction of such courts.
Contacts
All communications relating to these Terms and the Services must be sent using the
following contact information:
Keeper
2093 Philadelphia Pike #8118
Claymont, DE 19703
[privacy@keeper.app]