KEYLABS SAAS PLATFORM TERMS OF USE

Last revised on November 24th, 2020.

PLEASE READ THESE TERMS AND CONDITIONS (“KEYLABS TERMS”) CAREFULLY BEFORE EXECUTING THE ORDER FORM THAT INCORPORATES THESE KEYLABS TERMS (THE “ORDER FORM”). BY CHECKING THE APPLICABLE BOXES IN THE ORDER FORM REFERRING TO THESE KEYLAB TERMS, YOU AGREE AND ACCEPT THESE KEYLABS TERMS AND YOU AGREE TO COMPLY WITH and BE BOUND BY, THE TERMS AND CONDITIONS OF THESE KEYLABS TERMS. IF YOU ARE ENTERING INTO THESE KEYLABS TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE KEYLABS TERMS AND CONDITIONS OF THESE KEYLABS TERMS AND, IN SUCH EVENT, "USER", “YOU” AND “YOUR” AS USED IN THESE KEYLABS TERMS SHALL REFER TO SUCH ENTITY AN/OR ANY THIRD PARTY YOU ACTING ON ITS BEHALF and YOURSELF PERSONALLY (MUTATIS MUTANDIS), JOINTLY AND SEVERALLY, IN ACCORDANCE WITH THE TERMS HEREIN. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THESE KEYLABS TERMS, YOU MAY NOT USE THE SERVICES.

THESE KEYLABS TERMS ARE VALID FOR THE ORDER FORM WHICH REFERENCES THE KEYLABS TERMS AND IS EXECUTED BY KEYLABS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE KEYLABS TERMS, THEN YOU HAVE NO RIGHT TO USE THE PLATFORM OR THE SERVICES.

Definitions
1. "Applicable Law" means all applicable laws, regulations, codes of practice, guidelines, decisions, orders and decrees imposed by law or any competent regulatory authority, including without limitation any broadcasting, gambling or communications authority or regulatory body in any jurisdiction.
2. "User", “You” and “your” refers to the entity that has purchased a right to use the Platform from Keylabs.AI Ltd. ("us", "we", "our" or "Keylabs"), by executing the Order Form that accompanies and incorporates these Keylabs Terms (collectively, the “Terms”).
3. "Authorized User" means an individual service provider to whom you have assigned a unique username-password combination to access the to access and use the Platform, Products and Services in accordance with these Terms, for your internal business purposes and under your account.
4. "Customer Data" or "Materials" refer to, without limitation, all content, electronic data or information that you or any Authorized User loads or enters into the Product, including any text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials collected by you and/or Keylabs and/or Third Party Service Provider, through or in connection with the Product and all results from processing such data, including compilations and derivative works of such data or information.
5. "Intellectual Property Rights" means all intangible legal rights, titles and interests evidenced by or embodied in all: (i) inventions (regardless of patentability and whether or not reduced to practice) and Enhancements, improvements thereto and patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, UX, UI and corporate names, together with translations, adaptations, derivations and combinations thereof, including goodwill associated therewith and applications, registrations and renewals in connection therewith; (iii) any work of authorship, regardless of copyright ability, copyrightable works, copyrights (including moral rights) and applications, registrations and renewals in connection therewith; (iv) trade secrets, know-how and Confidential Information; (vi) any feedback ideas or suggestions regarding the Product and/or Services, whether conceived by you and/or provided by you (for avoidance of doubt, any such feedback shall not be deemed Keylabs' Confidential Information); and (v) all rights associated with the foregoing and all other proprietary rights and any other similar rights, in each case on a worldwide basis and copies and tangible embodiments thereof, in whatever form or medium.
6. "Personal Data" refers to any Customer Data relating to an identified or identifiable natural person, which may be identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly.
7. "Platform" means our proprietary data annotation software which is used to provide the Services.
8. "Privacy Policy" shall mean the privacy policy which appears at the following link: [privacy policy].
9. "Product" means the Platform, the Services, the Web Application and any applicable documentation and/or extension or derivative of the foregoing or any part thereof (including any APIs, pixels, tags, cookies, iFrames, scripts or any other software components necessary to enable connection to the Web Application), along with any Intellectual Property Rights associated therewith and any Updates to the extent applied by Keylabs.
10. “Order Form” refers to the Order Form signed by the parties that accompanies and incorporates these Keylabs Terms, including the DAP (defined below) and any other document referenced or incorporated into the Order Form.
11. "Services" mean: (i) our services and products offered via the Product and under the Terms; and (ii) services offered by Third Party Service Providers.
12. "Third Party Services" mean the annotation services offered and provided to you by Third Party Service Providers via the Product, with whom you have engaged.
13. "Third Party Service Providers" mean such third party independent contractors or professional data annotation service providers that their respective services are offered via the Product and with whom you may engage directly and independently through the Web Application's Customer-tagger engagement feature, all subject to these Terms subject to the general directions set forth in the Web Application.
14. "User Agreement" means the individual user agreement that appears at the following link: [individual user agreement].
15. "Web Application" means our Web Application at Keylabs.ai and any associated online services in connection therewith, including all features and functionalities, streaming, Provider's Site, UX and user interfaces and all content and software included, embedded, or transferred through it.
16. “Update” – means, with respect to any element of the Product, a new version of such element that includes bug fixes, Error fixes and/or enhancements thereof, or an addition of a new element or functionality.
Accounts
1. In order to access the Service, You have to register and create an account. When you create an account, you must provide us with up-to-date, accurate and complete information. You may not impersonate any person or entity or misrepresent your affiliation with any person or entity. You will also choose a password and a user name for your account; You are entirely responsible for maintaining the confidentiality of your password and other credentials of yours. You are entirely responsible for any and all activities that occur under your account. You agree to notify Keylabs immediately of any unauthorized use of your account 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 credentials or account, either with or without your knowledge.
2. In order to grant Authorized users access the Service, the Authorized Users will separately register and create individual Accounts (each an “Individual Account”) under your account and the use of such Individual Accounts will be subject to the terms of Keylabs' Privacy Policy and of Keylabs' User Agreement to be executed in connection with registering such individual Account. You agree that Keylabs shall have no responsibility to You with respect to the maintenance or operation of any Authorized User’s Individual Account and that use of such Individual Accounts shall be governed by Keylabs' Privacy Policy and the applicable User Agreement. You will ensure that the Authorized Users shall abide by the Terms.; As between Yourself and Keylabs, You will be solely responsible for any activity performed under your account, including any activities carried out by Authorized Users, or any activities that have occurred under an Individual Account assigned by Yourself. It is your sole responsibility to add or remove access rights to users acting under Individual Accounts and you may not use anyone else's account at any time. Furthermore, upon any circumstance, Keylabs shall not assume any responsible and/or liability whatsoever, for (a) protecting each account username and password; and (b) any and all activities that occur under or through an account; you shall notify Keylabs in writing immediately upon becoming aware, or suspecting, of any security breach or unauthorized access to an account.
Services, Obligations and Restrictions
1. As part of your use of the Product in accordance with the Terms, you may upload your Materials to the Product and tag your Materials in order to train and accurate your AI systems either by yourself while using your Authorized Users, or by using our independent features and tagging tools retained under the applicable Order Form as part of the Services. Alternatively, you can utilize for such purpose Third Party Service Providers with whom you may have engaged for their performance of the Third Party Services on your Materials and grant them access to the Platform for the performance of their respective Services. Such access shall be granted by allocating their respective individuals whom shall operate the Third Party Services on their behalf, with Authorized User accounts under your account; in such event, as between yourself and Keylabs, such individuals shall be deemed as "Authorized Users" acting on your behalf and the terms applicable for Authorized Users under the Terms shall apply, mutatis mutandis.
2. Without derogating from any other provision hereof:
  1. you will at all times shall comply with any Applicable Law and the terms and conditions of any legal instrument which governs your engagement with the Third Party Service Providers for the receipt of the Third Party Services, as updated from time to time.
  2. You undertake that you will provide Keylabs with all necessary co-operation access to information in relation to these Terms as may be required by Keylabs, in order to render the Services, including Customer Data, security access information and configuration services.
  3. You hereby agree that (i) Keylabs is not and shall not, at any time and under any circumstance, is liable in any manner whatsoever, on attaining any licenses, consents and permissions (including but not limited to intellectual property rights) necessary for Keylabs and its contractors and agents, the Third Party Service Providers and their contractors and agents and You ad your contractors and agents, to perform their obligations under the Terms; (ii) you are solely and exclusively responsible on, throughout the Term, on obtaining and maintaining all necessary licenses, consents and permissions (including but not limited to intellectual property rights) necessary for Keylabs and its contractors and agents and the Third Party Service Providers and their contractors and agents, to perform their obligations under the Terms and that you entry into the Terms does not conflict with any other agreement you may have with any third party.
  4. You are responsible and you agree at all times throughout the Term to ensure that your network and systems comply with the relevant specifications provided by Keylabs from time to time.
  5. You agree to be responsible for procuring and maintaining your network connections telecommunications links from your systems to Keylabs's data centers and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
  6. You agree to be responsible for procuring and maintaining your network connections telecommunications links from your systems to Keylabs's data centers and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
  7. You will be solely responsible for ensuring that the Materials do not contain any Personal Data and/or require Keylabs to attain any permit, license or authorization in respect thereof, unless agreed otherwise in writing with Keylabs; as Keylabs has no control over the Materials you may upload to the Platform, the Materials' compliance with the provisions stipulated under any Applicable Law shall vest solely with you and thus any responsibility and/or liability in connection therewith.
3. c. You will use all reasonable endeavors to prevent any unauthorized access to, or use of, the Product and, in the event of any such unauthorized access or use, promptly notify Keylabs. You may not and may not encourage or allow or assist others to:
  1. Publish, distribute, duplicate, sell, resell, disclose, market, license, sublicense, rent, lease, display, provide, transfer or make available the Product or make any other use of the Product, any portion thereof or any content displayed therein, to any third party, except as explicitly permitted in the Terms or with our prior express and written permission.
  2. Modify, alter, decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover the source code of, hack, create derivative works from, or otherwise reduce to human-perceivable form, the Product or any portion thereof.
  3. host, outsource, display, or commercially exploit the Product, or use the Product as part of a commercial arrangement with a third party.
  4. use the Product in any manner not expressly authorized by the Terms.
  5. Attempt to obtain, or assist third parties in obtaining, access to the Product and/or documentation.
  6. take any actions which (i) would disable the Product or impair in any way its operation based on the elapsing of a period of time, the exceeding of an authorized number of copies, or the advancement to a particular date or other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices); or (ii) would prevent Keylabs to access the Product for the purposes of its operations.
  7. Frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product in any form or media or by any means.
  8. remove any proprietary notices, labels, or marks on or in any part of the Product, including without limitation any trademark or copyright notices.
  9. Allow access to the Product (or any portion thereof) to any third party, or access or use the Product or any part thereof in order to build or support and/or assist a third party in building or supporting, products or services which are competitive to Keylabs.
  10. Use the Product to provide services to third parties, except as permissible hereunder.
  11. Copy, crawl, index, cache or store any information derived by Keylabs, or use any robot, spider, data gathering or extraction tool, or similar mechanisms, with respect to the Product and/or any underlying technology.
  12. Use the Product and/or any underlying technology to introduce any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications.
  13. Use the Product for any commercial, promotional, endorsement, advertising, merchandising, or any non-personal or organizational purposes, including through any use of the Service that directly or indirectly derives a commercial benefit or financial gain, except you obtain our explicit written consent.
  14. engage in any action or practice that disparages or devalues Keylabs, the Product or the reliability, reputation or goodwill of any of the foregoing, or engage in any action or practice that might impede the performance reliability or quality of the Product.
Materials Uploading:
You agree that the Materials shall you will give Keylabs access to, or place on or transmit to, the Product, shall not include, inter-alia, any of the following:
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1. threatening, defamatory, abusive or inappropriate material or any material that could give rise to any civil or criminal liability under any Applicable Law.
2. violation of copyright or intellectual property laws and/or rights of third parties. You acknowledge that you understand all applicable copyright/trademark laws of your origin and that all images, materials and/or communication submitted to use by you do not violate any such laws. You agree that you will not submit any images to us, for which you do not hold copyrights, or for which you do not have permission from the copyright holder to do so.
3. images, text or other materials that violate third party privacy or publicity rights.
4. material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
Proprietary Rights <
1. All Intellectual Property Rights in and to the Platform, Product and/or the Services, including the documentation relayed to you in connection therewith, are and shall at all times remain the sole and exclusive property of Keylabs and are protected by the applicable intellectual property laws and treaties.
2. Subject to the Terms, you and/or your licensors retain all ownership and intellectual property rights in and to Customer Data. Except as expressly stated herein, the Terms do not grant you and/or your Authorized Users any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade-marks (whether registered or unregistered), or any other rights or licenses in respect of the Product or other intellectual property of Keylabs. The rights provided under these terms are granted to you alone and shall not be considered granted to any subsidiary or holding company of yours, unless expressly authorized in writing by Keylabs. All rights not expressly granted to you in these Terms are reserved by Keylabs.
3. In the event that you provide to Keylabs any suggestions, comments and feedback regarding the Product and/or Keylabs improves, updates and/or upgrades the Product as a result of your use of the Product, you hereby grant Keylabs and its licensors a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license grant to freely use, have used, sell, modify, reproduce, transmit, license, sublicense (through multiple tiers of sublicensees), distribute (through multiple tiers of distributors) and otherwise commercialize such feedback in connection with the Product or related technologies.
4. In condition to the rights granted to you hereof, you shall not and shall not permit any third party, directly or indirectly, to conduct any of the following: (A) copy the Product, Services and/or any part of the foregoing; (B) attempt to infiltrate or hack the Product and/or Services, or any part thereof for any purpose; (C) represent that you posses any proprietary interests in the Product and/or Services; (D) take any action to contest Keylabs' Intellectual Property Rights or infringe them in any way; (E) except as specifically permitted hereunder, use the name, trademarks, trade-names and logos of Keylabs; (F) sell, assign, lease, lend, rent, distribute, sublicense, or make available the Product and/or the Services to any third party, or otherwise use the Product and/or the Services to operate in, or as, a time-sharing, outsourcing, or service bureau environment, whether or not in return for remuneration of any kind; (G) to the extent Product's software code is distributed or otherwise made accessible to you in any manner: modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code (or the underlying structure, sequence or organization) of, the Product and/or the Service; (H) remove, alter, or conceal, in whole or in part, any proprietary notices, labels or legends on/in the Product; (I) circumvent, disable or otherwise interfere with security-related features of the Product, or with features that prevent or restrict use of the Product; (J) Take any action that imposes or may impose, as determined in Keylabs' sole and absolute discretion, a disproportionately large load of incoming requests on the Product's infrastructure; (K) make a derivative work of the Product, or use the Product to develop any service or product that is the same as, or substantially similar to, the Product; (L) use the Product in any way that is infringing, deceptive, harassing, or defamatory, or for any inappropriate purpose (as Cybint shall determine at its sole and absolute discretion), or contrary to any Applicable Law; and/or (M) publish, transmit, or link to any robot, spider, crawler, virus, malware, Trojan horse, spyware, or similar malicious code or item intended (or that has the potential) to damage, disrupt, compromise, or exploit the {roduct and/or a third party's systems, products or services.
Data Processing
To the extent that Personal Data will be made accessible or transferred to the Provider in the course of this Agreement, Provider further agrees to execute and comply with the provisions of the Data Processing Agreement attached to the Order Form.
Links or Access to Third Party Content
You acknowledge that the Product will enable or assist you to access the website content of, correspond with and receive and purchase Third Party Services from the Third Party Service Providers and such access may encompass links to third party websites, apps, services, offerings, materials, products, recommendations, or other events or activities (collectively, "Third Party Content") that are not owned or controlled by us. We do not control, endorse, or assume any responsibility for any such Third Party Content and you do so at your own risk. Keylabs makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third Party Services and/or Third Party Service Providers, or any transactions completed in connection therewith and any contract entered into by you with any such Third Party Service Provider. Any contract entered into and any transaction completed with Third Party Service Provider is between you and such relevant third party and not Keylabs.
Grant of License
1. Upon Keylabs' acceptance of your Order Form, subject to Your compliance with the Terms and for the applicable term of service defined in the respective Order Form (the "Term"), Keylabs hereby grants You with a non-exclusive, non-transferable, non-assignable, non-sublicenseable, revocable, limited right to upload the Materials to the Product and receive the Services solely for your internal business operations Keylabs shall have a non-exclusive, sub-licensable revocable and limited right and license to: (i) store, access, use and utilize the Materials provided or made available by you in connection with your use of the Product and/or for performing the Services and/or improving, updating and upgrading the Product; and (ii) to the extent applicable, render the Services and/or provide access to the Materials to Third Party Service Providers and Authorized Users, for the purpose of their performance of the Third Party Services.
2. Upon the expiration of the Term or the termination of your rights hereunder, your, your Third Party Service Providers and the Authorized Users' rights to access or use the Product shall terminate. Keylabs' rights detailed in Section 8(a) shall remain in full force and effect after the termination of the Terms or your use of the Services, for any reason whatsoever and shall not affect or derogate from your ownership rights over the Materials, as provided in the Terms.
Fees
1. You will pay Keylabs all payments due to Keylabs in accordance with the terms of each applicable Order Form and/or any other part of the Terms. We will charge Your account in accordance with the payments details you've provided thereunder.
2. We may suggest you various subscription plans for the Term (the "Subscription Term"), in accordance with the respective subscription plan (the "Subscription Plan") under which you shall purchase and receive certain credit units which represent usage hours (the "Subscription Fees") (collectively, the "Subscription").
3. Unless indicated otherwise, Subscription Fees and any other payments to be made hereunder, shall be made in US dollars. Should any amounts or fees received by Keylabs are made in a non-US Dollar currency, Keylabs reserves the right to convert such payment into any currency it deems appropriate at a rate of exchange chosen by Keylabs for the purpose. If such payment when converted falls short of the amount due under or in connection with these Terms, you agree to indemnify Keylabs and hold Keylabs harmless against the amount of such shortfall. You hereby authorizes Keylabs to charge such Subscription Fees or other payments via your selected payment method upon due date. Unless expressly set forth herein, the Subscription Fees or other payments are non-cancelable and non-refundable. Keylabs reserves the right to change the pricing of its Subscription Fees or other payments at any time. In the event of failure to collect the Subscription Fees or other payments owed by you, Keylabs may, in its sole discretion, retry to collect at a later time and/or suspend the Services or terminate the Terms, without notice, in accordance with the Terms.
4. The Subscription Fees or other payments are exclusive of any and all taxes (including without limitation, value, added taxes, sales tax, use tax, excise, goods and services tax, etc.), levies or duties, which may be imposed in respect of these Terms and the subscription to the Service (the "Taxes"). You agree to make all payments due without set-off or counterclaim and free and clear of any withholding or deduction (save as required by law) for any present or future taxes, levies, imposts, duties or other charges. If you are obliged by law to make any such withholding or deduction, you will pay to Keylabs in the same manner and at the same time additional amounts to ensure that Keylabs receives a net amount equal to the full amount which Keylabs would have received if no such deduction or withholding had been required.
5. We shall have the right, at our sole discretion, to offer Subscription at different pricing and/or impose additional restrictions as for the upload, storage download and use of the Service, including, without limitation, restriction on third party services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, the volume of download time etc., if we believe that you have misused the Service or otherwise used it in an excessive manner compared to the anticipated standard use (set at our sole discretion).
6. As part of registering, or submitting billing information, to the Product, you agrees to provide us with updated, accurate and complete billing information and authorize Keylabs (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from your payment method or designated banking account and to make any inquiries that we may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment.
7. In order to ensure that you will not experience any interruption or loss of services, your Subscription includes an automatic renewal option by default, according to which, unless stated otherwise in any applicable Order Form or you terminate your Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then-applicable Subscription Term, for consecutive renewal periods of one (1) year each, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term).
8. If any invoiced amount is not received by Keylabs by the due date, then without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
Warranties and Disclaimers
1. Keylabs warrants and represents that (i) it owns all right, title and interest in the Product and has valid ownership of, or license right to use the Product as contemplated by the Terms; and (ii) to its knowledge, the Services are free of any viruses, spyware or other malicious code.
2. b. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, YOU HEREBY EXPRESSLY AGREE, THAT TO THE FULLEST EXTENT NOT PROHIBITED BY THE APPLICABLE LAW, THAT:
  THE PRODUCT AND ANY PORTION THEREOF IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR RELIABILITY. WITHOUT DEROGATING FROM THE GENERALITY OF THRE FOREGOING, YOU ACKNOWLEDGE THAT KEYLABS DOES NOT GUARANTEE THAT THE PRODUCT OR THE PERFORMANCE OF THE SERVICES WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF ANY PROGRAM LIMITATIONS OR FAILURES, OR THAT THE PRODUCT AND/OR ANY FEATURE AVAILABLE THEREIN (WHETHER OR NOT CONFIGURABLE BY YOU) AND/OR ANY INFORMATION OBTAINED BY YOU THROUGH THE USE OF THE PRODUCT WILL MEET AND/OR PERFORM IN ACCORDANCE YOUR REQUIREMENTS, SPECIFICATIONS, EXPECTATIONS, CONFIGURATIONS AND/OR GOALS, OR THAT KEYLABS WILL CORRECT ANY OR ALL PRODUCT ERRORS, DEFICIENCIES AND/OR NON-PERFORMANCES. YOU ACKNOWLEDGE THAT KEYLABS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET and THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS and OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. KEYLABS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WITHOUT DEROGATING FROM THE ABOVE, YOU HEREBY AGREE THAT KEYLABS SHALL NOT BE HELD LIABLE OR RESPONSIBLE, WITH RESPECT TO THE PRODUCT OR ANY PORTION THEREOF AND ITS QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE AND PROMISES OF SPECIFIC RESULTS, LACK OF ACCURACY, AVAILABILITY IN ANY LOCATION, CORRECTNESS, PERFORMANCE, MERCHANTABILITY, COMPLETENESS, CONTINUITY, RELIABILITY, ERROR OR MALWARE-FREE, NETWORK-RELATED PROBLEMS, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND SECURITY OF THE PRODUCT OR ANY PORTION THEREOF, ITS CONTENT OR ANY PART THEREOF. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE PRODUCT AND ANY DAMAGES TO YOUR DEVICES, INCLUDING WITHOUT LIMITATION LOSS OR EXPOSURE OF DATA and YOU WILL BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LAWS. KEYLABS DOES NOT WARRANT, ENDORSE, GUARANTEE OR RESPONSIBLE FOR THE RAMIFICATIONS OF ANY ACTIONS OR INACTIONS OF THIRD PARTIES WHOM OFFER SERVICES THROUGH THE PRODUCT WITH RESPECT TO THE MATERIALS, INCLUDING WITHOUT LIMITATION THE THIRD PARTY SERVICE PROVIDERS AND/OR AUTHORIZED USERS. WE MAY CHANGE, SUSPEND OR DISCONTINUE THE SERVICE (OR ANY PART THEREOF) AT ANY TIME, INCLUDING THE AVAILABILITY OF ANY FEATURE OR DATABASE. YOU ARE SOLELY RESPONSIBLE FOR THE MATERIALS UPLOADED and ASSUME ALL RISKS ASSOCIATED WITH IT, INCLUDING LIABILITY, COST, EXPENSE OR LOSS TO KEYLABS OR TO ANY THIRD PARTY RESULTING FROM THE USE OF YOUR MATERIALS.
  1. You agree to indemnify and hold Keylabs or anyone on its behalf (including its and its subsidiaries’ shareholders, directors, officers, employees, service providers, partners and agents) harmless from any liability, cost, damage and expense (including reasonable legal fees) caused or resulting from the materials uploaded by you including any claim concerning violation or infringement of any proprietary rights.
  2. You will not engage in any action or practice that disparages or devalues Keylabs, the Service or the reliability, reputation or goodwill of any of the foregoing, or engage in any action or practice that might impede the performance reliability or quality of the Service.
3. Without derogating from your representations and warranties under these Terms, you agree that Keylabs, or anyone delegated on its behalf shall have the right, but not the obligation, to monitor your compliance with the Terms, in any form of technology chosen by Keylabs in its sole discretion. You shall have no claim or demand against us with respect to such monitoring.
Indemnification
1. If a third party makes a claim against you resulting from your authorized use of the Product in accordance with the Terms and such claim alleges that the Product infringes such third party's intellectual property rights, then Keylabs will defend you against the claim and indemnify you from the damages, liabilities, costs and expenses awarded by the court to the third party claiming such infringement has actually occurred or the settlement agreed to by Keylabs, contingent of your conduct of the following: (i) notify Keylabs promptly in writing, not later than 30 days after you receive notice of the claim (or sonner); (ii) provide Keylabs sole control of the defense and any settlement negotiations; and (iii) provide Keylabs the information, authority and assistance Keylabs needs to defend against or settle such claim.
2. You agree to indemnify, defend and hold harmless, Keylabs and its affiliated companies,and each of their contractors, employees, agents, suppliers and partners, from any and all claims, suits, actions, liabilities, losses, costs, damages, expenses and any other liabilities, including without limitation attorneys’ fees, arising out of or related in any manner to your use or misuse of the Platform, including without limitation your access to or use of the Service, any breach or alleged violation of the rights of Applicable Laws and/or any other person or entity by you, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right and any breach or alleged violation by you.
3. If Keylabs believes or it is determined that the Product may have violated a third party’s intellectual property rights, Keylabs may choose to either modify the Product to be non-infringing (while substantially preserving their utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Keylabs may terminate your rights under the Terms. Notwithstanding anything to the contrary contained hereunder, Keylabs will not indemnify or defend you if you altered the Product or used it or any portion thereof outside the scope of use identified in the Terms, or if you used a version which has been superseded, if the infringement claim could have been avoided by using an unaltered current version which you was provided with access to. In addition, Keylabs will not defend or indemnify you to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by Keylabs, or (ii) any materials from a third party portal or other external source that is accessible to you within or from the Product (e.g., without limitation, Third Party Service and/or a third party Web page accessed via a hyperlink). Keylabs will not indemnify you to the extent that an infringement claim is based upon the combination of the Product with any products or services not provided by Keylabs. Keylabs will not indemnify you for infringement caused by your actions against any third party if the Product as delivered to you and used in accordance with the terms of the Terms would not otherwise infringe any third party intellectual property rights. For clarity, Keylabs shall be absolved of any liability whatsoever under any of the foregoing circumstances.
Limitation of Liability:
1. YOU HEREBY EXPRESSLY AGREE, TO THE FULLEST EXTENT NOT PROHIBITED BY THE APPLICABLE LAW, THAT NEITHER KEYLABS AND ANY OF ITS AFFILIATED COMPANIES, NOR ANY OF THEIR RESPECTIVE OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS, SHALL BE LIABLE, IN ANY EVENT, FOR:
  1. ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE), DAMAGES FOR LOSS OF DATA, PROFITS AND GOODWILL, ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE PRODUCT, OR BY ANY FORM OF MALWARE, WHETHER OR NOT THEY WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
  2. IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, THIRD-PARTY APPLICATIONS, OR THIRD PARTY SERVICES, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER KEYLABS HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES and EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; AND
  3. ANY DATA OR MATERIAL STORED, PROCESSED OR TRANSMITTED VIA THE SERVICE.
2. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO CANCEL YOUR SUBSCRIPTION AND TO STOP USING THE SERVICE. YOU AGREE THAT KEYLABS HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY SERVICES OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE and WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY SERVICE PROVIDERS MAY BE GOVERNED BY SEPARATE AGREEMENTS, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO PRODUCT, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY SERVICES OR THE CONTENT THEREOF, IS TO STOP USING IT.
3. IN NO EVENT SHALL KEYLABS’S (INCLUDING ITS AND ITS SUBSIDIARIES’ SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES and AGENTS) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT EXCEED THE FEES PAID, IF ANY, TO KEYLABS FOR THE USE OF THE PRODUCT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. APPLICABLE LAWS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. WITHOUT DEROGATING FROM ANY OF THE FOREGOING, ANY DAMAGE IN YOUR FAVOR AGAINST KEYLABS SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE TERMS AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.
Export
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Product. To the extent applicable to you, you agree that such export control laws will govern your use of the Product (including technical data) and any Services deliverables provided under the Terms and, if applicable, you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from the Product (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
Governing Law
These Terms and your use of the Service shall be governed by the laws of the State of Israel, without respect to its conflict of laws principles. You and Keylabs agree to submit to the to the exclusive jurisdiction of and venue in Tel-Aviv, Israel, in any dispute arising out of or relating to the Terms.
Term and Termination
1. The Services provided under these Keylabs Terms shall be provided for the period (including renewals if applicable) defined in the Order Form unless earlier terminated in accordance with the Terms. The term of the Services and any renewal years (if applicable) are collectively defined as the “Term.” At the end of the Term, all rights to access or use the Product shall end.
2. Either you or Keylabs may terminate the Services, Thees Keylabs Terms and any Order Form by giving a 30 days’ written notice to the other party.
3. If either you or Keylabs breaches a material term of the Terms and fails to correct the breach within 14 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the applicable Order Form under which the breach occurred.
4. Upon termination, you must pay within 30 days all amounts which have accrued prior to the effective date of such termination, as well as all sums remaining unpaid amounts for the Services ordered under the Terms plus related taxes and expenses. The nonbreaching party may agree in writing in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under the Terms, you may not use the Services ordered.
5. In addition, Keylabs may immediately suspend your and/or your Authorised Users' password, account and access to or use of the Product (i) if you fail to pay Keylabs as required under the Terms and do not cure within the first ten days of the 30 day cure period, or (ii) if you violate any provision under the Terms. Keylabs may terminate the Services hereunder if any of the foregoing is not cured within 30 days after Keylabs’s initial notice thereof. Any suspension by Keylabs of the Services under this paragraph shall not excuse you from your obligation to make payment(s) under the Terms.
6. You agree and acknowledge that Keylabs has no obligation to retain Customer Data and that Customer Data may be irretrievably deleted after 90 days following the termination of the Order Form; you can delete the Materials by yourself at any time. All rights and licenses granted to you under this Agreement shall immediately terminate upon expiration or termination of the Term and you shall cease all use of the Product and delete and purge all traces of the Product from your systems and custody. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced by the termination or expiration of the Term.
Confidential Information
1. By virtue of the Terms or provision of the Product, the parties may have access to information that is confidential to one another (“Confidential Information”). Each of the parties agrees to disclose only information that is required for the performance of its obligations under the Terms. Confidential information shall be limited to the terms and pricing under the Terms, the documentation accompanying the Product, information relating to the technology and code contained in the Product, Materials and all information clearly identified as confidential at the time of disclosure.
2. A party’s Confidential Information shall not include information that the other party can demonstrate: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
3. We each agree to hold each other’s Confidential Information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose Confidential Information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under the agreement. Nothing shall prevent either party from disclosing the terms or pricing under the Terms in any legal proceeding arising from or in connection with the Terms or from disclosing the Confidential Information to a governmental entity as required by law. Upon your first written request we shall return to you all copies of your Confidential Information retained by it, shall destroy all content in its possession that contain your Confidential Information and shall cease all use of your Confidential Information.
Miscellaneous
1. Keylabs may assign its rights according to these Terms to any third party at its sole discretion. You may not assign or delegate your rights according to these Terms, without Keylabs's prior written consent.
2. If any part of the Terms is deemed void, unlawful, or for any reason is unenforceable or invalid, then that part shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions of the Terms.
3. Failure to assert, at any time, any right, or require performance in regard to this Terms by or on behalf of Keylabs shall not constitute concession, yield, waiver or relinquishment of any sort and shall not limit Keylabs's rights with respect to such breach or any subsequent breaches. A waiver of any breach of any provision of this Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Terms. In order for any waiver of compliance to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
4. We may revise these Terms from time to time, in our sole discretion and the most current version will always be posted on our Web Application (as reflected in the "Last Revised" heading). We encourage you to review these Terms regularly for any changes. By continuing to access or use the Service after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop accessing or using the Service.
5. Keylabs's subcontractors and third-party service providers are intended third party beneficiaries of these Terms and upon your acceptance of these Terms Keylabs's subcontractors and third-party service providers will have the right to enforce these Terms as related to the licenses granted herein against you as third-party beneficiaries thereof.
6. These Terms, together with the Privacy Policy and any amendments thereto and any additional agreements you may enter into with Keylabs or that may apply to your specific use of the Service, constitute the entire agreement between you and us with respect to the use of the Service and supersede all prior or contemporaneous communications and proposals, whether oral, written or electronic, between you and Keylabs.
7. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the Product.
8. You agree that, subject to your prior written consent, Keylabs may (i) identify you as a recipient of the Product and use your logo in sales presentations, marketing materials and press releases and (ii) to develop a brief customer profile for use by Keylabs on Bidalgo.com for promotional purposes.
9. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
Contact us
1. If you have any questions concerning the Service or the Terms, please contact our Customer Service by sending an email to: copyright@keylabs.ai.