KEEPER TERMS OF SERVICE

Last Updated: July 7, 2023

These Keeper Product Terms of Service (these “Terms”) constitute a binding legal agreement between Keeper Recruitment Corporation (“Keeper”, “we” or “our”) and you (“Customer”, “you” or “your”), and governs your access to, and use of, any software applications, application platform interfaces, websites, services, features and/or functionalities made available to you by Keeper (each a “Keeper Product”).

1. Agreement to Terms; Changes. By clicking the “I agree” button (or any other button or mechanism designed to acknowledge agreement to these Terms), or by using the Keeper Product, you accept these Terms, as well as the terms of our Privacy Policy (see Section 5, below). If you are an individual agreeing to these Terms on behalf of a company or other separate legal entity, you represent and warrant you are authorized to accept these Terms on behalf of such company or entity, and these Terms also apply to all Authorized Users of the Keeper Product within your company or entity. If you do not agree to these Terms, you may not access or use the Keeper Product. We may modify the Terms at any time. If we do so, we will inform you either by a notification through the Keeper Product, or via any email address you have provided to us. We recommend you review these Terms each time you use the Keeper Product. Customer’s continued use of the Keeper Product after the effective date of the change constitutes Customer’s acceptance of the Terms as revised.

2. License. Subject to all of these Terms, Keeper grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable, right to access and use the Keeper Product. Keeper reserves the right, in its sole discretion, to suspend or revoke access to and use of the Keeper Product at any time.

3. Restrictions on Use. Customer shall not, and shall not assist any third party to: (i) make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Keeper Product; (ii) modify, reverse engineer, decompile, create other works from, attempt to derive the source code from, or disassemble any software programs contained in the Keeper Product; (iii) access or attempt to access the Keeper Product by any means other than through the interface provided by Keeper in connection with the Keeper Product; (iv) use the Keeper Product in violation of applicable laws, rules or regulations, or for fraudulent or illegal purposes, including the storage or transmission of content infringing the intellectual property rights of others; or (v) use the Keeper Product to threaten, intimidate, harass, bully, or otherwise negatively treat any person.

4. Term and Termination. These Terms commence on the date on which you accept them. Keeper may terminate these Terms and terminate or suspend Customer’s access to or use of any part of the Keeper Product at any time, with or without notice, and for any reason or no reason.The cancellation will be the sole discretion of Keeper. You may terminate these Terms by cancelling your account at any time. Upon the expiration or termination of these Terms, (i) the rights and licenses granted by Keeper to Customer under these Terms shall immediately terminate, and (ii) Customer shall immediately cease using the Keeper Product. Following termination or expiration of this Agreement, Keeper is not obligated to store, maintain or provide a copy of any content, data or other information that Customer or its Authorized Users made available or provided when using the Keeper Product. 

5. Data Collection; Privacy Policy. Keeper does not collect and use personal information provided to Keeper by Customer, as well as technical and usage information generated through Customer’s and its authorized users’ use of the Keeper Product (“Use Data”). The information collected by Keeper does not store personal information and non-personal information. Keeper may aggregate Use Data with similar data provided by other customers of Keeper and anonymize the aggregated data so that it does not identify Customer or Customer’s authorized users (“Aggregated Anonymous Data”). Keeper may collect, and protect your information in accordance with these Terms and our privacy policy, located at (Privacy Policy) (“Privacy Policy”). You agree to the information and use practices set forth in these Terms and our Privacy Policy.

6. Proprietary Rights. Except for the limited rights expressly granted to Customer herein, all rights, title and interest in and to any and all proprietary rights and intellectual property rights, including but not limited to copyright and patent rights, in the Keeper Product, including, without limitation, the underlying software, the Use Data, and the Aggregated Anonymous Data, will remain with and be the exclusive property of Keeper. Customer agrees that nothing contained in these Terms shall be construed as granting any ownership rights to any Confidential Information disclosed by Keeper to Customer, or to any invention or any patent, copyright, trademark, or other intellectual property right in the Keeper Product. 

7. Customer Obligations. You agree to: (i) keep any access credentials for your account or the Keeper Product (e.g.., username and/or password) secure and strictly confidential; (ii) abide by all applicable local, state, national, and international laws and regulations in connection with using the Keeper Product, including, without limitation, all privacy and data protection laws, rules and regulations.

8. Indemnity. You agree to defend, indemnify and hold harmless Keeper, its affiliates, licensors, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from: (i) your use of and access to the Keeper Product; (ii) your violation of any provision of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any content or materials you submit, post, upload, transmit or otherwise make available to or through the Keeper Product. This defense and indemnification obligation will survive termination or expiration of these Terms and your use of the Keeper Product.

9. Disclaimer of Warranties. The Keeper Product may not operate correctly and may be substantially modified at any time.  YOUR USE OF THE KEEPER PRODUCT IS AT YOUR SOLE RISK AND THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KEEPER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY KEEPER, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY NOT EXPRESSLY STATED HEREIN.  WITHOUT LIMITING THE FOREGOING, KEEPER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DO NOT WARRANT THAT: (I) THE KEEPER PRODUCT WILL MEET CUSTOMER’S REQUIREMENTS; (II) CUSTOMER’S USE OF THE KEEPER PRODUCT WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION CUSTOMER OBTAINS AS A RESULT OF USE OF THE KEEPER PRODUCT WILL BE ACCURATE OR RELIABLE; OR (IV) ANY DEFECTS OR ERRORS IN THE KEEPER PRODUCT WILL BE CORRECTED.

10. Limitation of Liability. IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, LOSS OF DATA, LOST BUSINESS OR LOST PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE KEEPER PRODUCT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KEEPER’S TOTAL LIABILITY TO CUSTOMER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE ACTUAL AMOUNT CUSTOMER PAID TO KEEPER IN CONNECTION WITH CUSTOMER’S USE OF THE KEEPER PRODUCT, IF ANY. SOME JURISDICTIONS PROHIBIT THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THE ALLOCATION OF RISK SET FORTH IN THIS SECTION AND THAT KEEPER WOULD NOT ENTER INTO THESE TERMS WITH CUSTOMER WITHOUT THESE LIMITATIONS AND EXCLUSIONS OF LIABILITY. THE TOTAL LIABILITITY WILL NOT EXCEED 12 MONTHS OF TOTAL FEES OR ANY CLAIMS ARISING RELATION TO THE USE OF APPLICATION FROM THE LAST EVENT.

11. Governing law; Jurisdiction; Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Washington. Any legal action or proceeding arising under these Terms will be brought exclusively in the state or federal courts located in King County, Washington, and Customer and Keeper hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within King County, Washington with respect to any such litigation or dispute resolution. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. In any dispute arising out of or related to these Terms, the prevailing party shall have the right to recover from the other party its reasonable attorneys’ fees and costs.

12. Injunctive Relief. Customer hereby agrees that actual or threatened breach of these Terms will cause Keeper irreparable damage for which recovery of monetary damages would be inadequate. In the event of any actual or threatened breach of these Terms by Customer, Keeper shall be entitled to seek and obtain injunctive or other equitable relief, as well as such further relief as may be granted by a court of competent jurisdiction, without proof of actual monetary damages and without posting of bond.

13. General Terms. These Terms, including any additional terms and policies incorporated herein, constitute the entire agreement between Keeper and Customer with respect to its subject matter. These Terms may only be modified or amended with the express written consent of Keeper. If a court finds any provision of these Terms to be invalid or unenforceable, the remainder of these Terms shall be interpreted so as best to effect the intent of the parties. The failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Keeper may assign its rights and delegate its obligations under these Terms to any party. Customer may not assign its rights or delegate its obligations under these Terms to any party without the prior written authorization of Keeper. These Terms do not create a partnership, agency relationship, or joint venture between Keeper and Customer. Sections 3, 5, 6, and 8-13 shall survive the expiration or termination of these Terms.