TERMS AND CONDITIONS
Last revised on November 24th, 2020.
- . KEYLABS has developed a proprietary platform for various media annotations, with the aim of enhancing precision within the framework of a faster process (the "System"). You were granted through KEYLABS' business partner (the "Partner") (which is engaged with KEYLABS under the terms of KEYLABS' applicable terms and conditions (the "Agreement")), a limited right to access and use the System subject to the Terms, on a software as a System basis (SaaS). Use of the System by for any commercial purposes other than for the Partner and for the purposes stipulated under such Partner's engagement with KEYLABS, is absolutely prohibited. KEYLABS is not responsible for any information or content to which you shall have access vis the System, or any other medium reachable through the System. You represent and warrant to KEYLABS that You possesses all rights required to lawfully provide to KEYLABS and utilize the Content (as defined below) via the System as hereunder provided, and further warrant and represent that the You have all rights to bind the Partner (as defined below). Without derogating from any of KEYLABS' rights and remedies under these Terms, the Agreement (as defined below) and/or under any applicable law, KEYLABS will be entitled, at its sole discretion, to immediately block Your use of the System or any part thereof in the event of any alleged infringement, misappropriation or violation of any rights of any third parties.
- . In order to access and use the System, the Partner will be required to open an account on Your behalf and You will be able to access the System under such personal account designated to You after you'll complete a subscription process with Keylabs; You must complete the subscription process by providing current, complete and accurate information as prompted by the applicable subscription form. You also will be required to choose a password and a user name, or confirm a password and user name you will be provided with. You are entirely responsible for maintaining the confidentiality of Your password and account. You are entirely responsible for any and all activities that occur under your account. You agree to notify KEYLABS and the Partner immediately of any unauthorized use of your account/s or any other breach of security. KEYLABS will not be liable for any loss that You may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else's account at any time. You may not share or transfer your subscription. You agree not to provide your username and/or password information to any other party, without KEYLABS's express written permission. You must keep your account information updated and accurate at all times. You may not transfer or sell your account and user ID on the System to any other party. KEYLABS does not allow multiple users (networked or otherwise) to access the System through a single account and may cancel or suspend Your access to the System if you do this, or breach any of these Terms without further obligation to You. KEYLABS reserves the right, in KEYLABS's sole discretion, to cancel unconfirmed or inactive accounts, or such accounts that their relevant subscription or engagement period with the applicable Partner has expired.
- . Subject to the terms and conditions herein, including but not limited to the receipt by KEYLABS of the Fees (as defined below) from the Partner, KEYLABS hereby grants to You, and End User accepts, during the applicable subscription period, a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicenable, right to access the System, and use it for data tagging purposes in accordance to the engagement between KEYLABS and the applicable Partner you are operating on its behalf.
- . Without derogating any other provision stipulated hereunder, You acknowledge that in the event You subscribe to the System as part of your engagement with an Partner, KEYLABS shall have no responsibility to actually deliver or otherwise provide You with access to the System and that any and all liability, rights or obligations other than those set out herein shall be solely and exclusively between You and the Partner. KEYLABS shall have no liability with regard to any terms other than those set out herein.
- . KEYLABS is under no obligation to provide the End User with Support Systems. Any and all obligations with respect to Support Systems shall be by and between the End User and such Partner. Support Systems are subject at all times solely to the warranties and disclaimers set forth herein.
- . Other than the rights explicitly granted in these Terms, You shall have no other rights, express or implied, in or to the System. Without limiting the generality of the foregoing, You agree and undertake not to, and to not permit any third party to; (i) sell, lease or distribute the System, or any part thereof, or otherwise transfer any right to the System; (ii) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the System’s source code and or any third party software provided by KEYLABS; (iii) modify, revise, enhance, or alter the System; (iv) copy or allow copies of the System to be made; (v) place the System onto a server accessible for use by any third party; (vi) use the System on any device that You do not own or control, and You may not distribute or make the System available over a network where it could be used by multiple devices at the same time except as required for its proper use and operation; (vii) represent that You possess any proprietary interest in the System; (viii) use the System in any illegal manner or for unlawful purposes; or (ix) incorporate into the system any malicious code.
- . The System enables You to add, create or use certain content on the behalf of the Partner, including but not limited to photos and videos [please complete] (the "Content"). KEYLABS ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE CONTENT AND/OR THE CONSEQUENCES OF USING, DISCLOSING, STORING OR TRANSMITTING IT. KEYLABS may but is not required to back up any Content and is not responsible for any Content uploaded or otherwise made available by You.
YOU AGREE THAT KEYLABS MAY COLLECT AND USE THE DATA GENERATED AS A RESULT OF YOUR USE OF THE SYSTEM, in order to facilitate the provision of software updates, product support and other services in connection with the System. KEYLABS may also collect data related or generated from your use of the System for statistic analysis and usage patterns analysis. KEYLABS may use or share this information, as long as it is in a form that does not personally identify You, to improve its products and/or to provide Systems or technologies to You and/or to perform its obligations or solidify its rights as part of its engagement with the Partner.
- THE SYSTEM IS PROVIDED TO YOU ON A "AS IS" BASIS, AND KEYLABS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS OR THAT IT WILL BE PROVIDED ERROR FREE, WITHOUT INTERRUPTION OR THAT THE SYSTEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; KEYLABS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO ACCURACY. NO THIRD PARTY, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
- UNDER NO CIRCUMSTANCES WILL KEYLABS, ITS DIRECTORS, OFFICERS, CONSULTANTS, EMPLOYEES, SHAREHOLDERS OR ANY OTHER PARTY ON ITS BEHALF BE LIABLE FOR ANY DAMAGE, LOSS OR EXPENSE (INCLUDING PHYSICAL INJURIES) WHICH MAY BE CAUSED TO YOU ANY ONE ACTING ON YOUR BEHALF OR TO ANY THIRD PARTY IN CONNECTION WITH THE USE OF OR RELIANCE ON THE SYSTEM AND/OR CONTENT, AS THE CASE MAY BE, INCLUDING WITHOUT LIMITATION ANY DAMAGE, EXPENSE OR LOSS CAUSED AS A RESULT OF YOUR USE OF THE SYSTEM AND/OR CONTENT.
- KEYLABS shall have no obligation to monitor Content for accuracy or completeness, all of which are the sole responsibility of Yourself and/or the Partner. You further acknowledge that KEYLABS will not have any direct or indirect liability or obligation to You.
- . You shall indemnify, defend, and hold harmless KEYLABS, and its directors, officers, consultants and employees from and against all finally awarded costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, due to a third-party claim; (i) arising from Your use of the System; or (ii) alleging that your Content infringes any right or interest of such third party. Without derogating the below, upon any dispute You have with one or more third parties (including but not limited an Partner), you release KEYLABS (and its affiliates and subsidiaries, and KEYLABS'S and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
- . Any and all intellectual property rights, including but not limited to materials, computer software (in object code and source code form), data or information employed by KEYLABS pursuant to these Terms, and any know-how, methodologies, equipment, or processes used by KEYLABS in connection with the System, including without limitation all patent, copyright, trademarks, content, trade secret and any other proprietary rights, are and shall remain the sole and exclusive property of KEYLABS and/or licensed by KEYLABS. Further, it is hereby agreed that any and all inventions, developments, source codes, improvements, mask works, trade secrets, modifications, discoveries, concepts, ideas and/or designs, including any derivative works (irrespective of any support and/or assistance KEYLABS may receive, will receive or has received from any third party), modifications and any proprietary information, which are invented, made, developed, discovered, conceived or created, in whole or in part, by KEYLABS, or jointly with others, in connection to the System and/or Content and/or any other confidential or proprietary information of KEYLABS or which was provided by KEYLABS to Yourself and/or the Partner, shall be the sole and exclusive property of KEYLABS. In addition, any feedback, suggestions, ideas or other inputs that you provide to KEYLABS in connection with Content and/or the System, may be freely used by KEYLABS to improve or enhance its products and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by You as aforesaid, shall vest solely with KEYLABS. These Terms and any agreement do not convey to You an interest in or to the System, but only a limited right of use in accordance with the terms herein. Nothing in these Terms or any Agreement constitutes a waiver of KEYLABS's intellectual property rights under any law. In addition, without derogating from the foregoing, KEYLABS shall solely own any and all media, text, images, games, music, sounds, graphics, video, or other materials and content of any kind that is made available to You by the System.
- . IN NO EVENT SHALL KEYLABS’S LIABILITY, UNDER, ARISING OUT OF OR RELATING TO THESE TERMS, THE AGREEMENT, THE SYSTEMS OR THE SYSTEM (EVEN IF KEYLABS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY, EXCEED THE AMOUNTS PAID BY YOU OR THE PARTNER, AS APPLICABLE, TO KEYLABS DURING THE SIX (6) MONTHS PRECEDING THE DATE OF THE OCCURRENCE WHICH GAVE RISE TO THE CLAIM. IN NO EVENT WILL KEYLABS BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF CONTENT OR DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SYSTEMS, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT KEYLABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WHATSOEVER WILL KEYLABS BE LIABLE IN ANY WAY FOR ANY DAMAGE OR LIABILITY ARISING FROM (I) ANY CONTENT (WHETHER PROVIDED BY PARTNER OR UPLOADED BY YOU), INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT, COMPLIANCE WITH APPLICABLE LAWS, OR FOR ANY INFRINGEMENT OF THIRD PARTY'S RIGHT, LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CONTENT; (II) SYSTEM DEFECTS RESULTING FROM THE USE OF THIRD PARTY PRODUCTS OR SOFTWARE; OR (III) THE UNAUTHORIZED USE OF THE SYSTEM OR USE OF THE SYSTEM IN A MANNER INCONSISTENT WITH THESE TERMS OR THE AGREEMENT. UNDER NO CIRCUMSTANCES WILL KEYLABS' TOTAL AND AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED IN THE AGGREGATE AN AMOUNT THAT IS THE GREATER OF (A) FEES PAID UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM FIRST AROSE, OR (B) US$100,000.
- . Subject to these Terms, the Agreement, and the receipt by KEYLABS of the applicable fees from the Partner, KEYLABS shall provide You access to the System for a limited period continuing for the term specified in the applicable Agreement with the Partner. Without prejudice to any other rights, these Terms and your right to use the System automatically terminates if You fail to comply with any provision of these Terms or if the Agreement is terminated or expires, for any reason whatsoever. Upon expiration or termination of these Terms, You hereby agree to destroy all copies of KEYLABS' Confidential Information.
- . You hereby acknowledge and agree that KEYLABS has developed the System at considerable time and expense and it contains valuable trade secrets and confidential information of KEYLABS. Accordingly, You agree to maintain the confidentiality of any proprietary information you recieve during, or prior to entering into, these Terms, including, without limitation, the System and any know-how disclosed by KEYLABS, trade secrets and other proprietary information, that You knows or should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information and all other information obtained during the use of the System as permitted hereunder (the "Confidential Information"). You agree not to use said Confidential Information for any purpose except as necessary to fulfill Your obligations by exercising the rights granted to the Partner under the applicable Agreement. You shall protect the secrecy of and avoid disclosure and unauthorized use of KEYLABS' Confidential Information to the same degree that You takes to protect Your own and/or Your Customer's confidential information and in no event less than strictest care. All Confidential Information and any derivatives thereof are and shall remain the exclusive property of KEYLABS. No license or other rights to Confidential Information is granted or implied hereby to have been granted to You.