KEEPER® MOBILE & DESKTOP SECURITY SOFTWARE
END USER SUBSCRIPTION TERMS & CONDITIONS
Important NoticePLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY USING KEEPER SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
Keeper Security, Inc. ("Keeper Security") provides, markets and sells Keeper®, a mobile and desktop security software program to individuals, municipalities, educational institutions, financial institutions and general businesses with. Keeper allows end users to enter, store, secure, back up and restore confidential and sensitive "micro-data" on computers and mobile devices for the purpose of accessing this information and protecting it from the public. Micro-data is a term that applies to short strings of data that are critical to end users (e.g. Social Security Numbers, Bank Account Numbers, Website Login ID's / Passwords, Vendor Account Numbers, Financial Routing Information, Private Phone Numbers, Alarm Codes and Confidential / Privileged Notes). Keeper utilises strong encryption using a 128-bit cipher and is approved for export by the U.S. Department of Commerce Bureau of Industry and Security under license #5D992. Keeper is herein referred to as "Keeper", "System" or "Software".
The following are the terms and conditions for your subscription to Keeper and use of the Software. By using Keeper software you accept these terms and conditions.
1. Copyright, Patent and Trademark InformationCopyright © 2009-2013 Keeper Security, Inc. All Rights Reserved. Patents applied for and pending. Keeper, and the information which it contains, is the property of Keeper Security and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, "Keeper", "Password Keeper" and the Keeper logos are registered trademarks of Keeper Security, under the applicable laws of the United States and/or other countries. Other Software or service names or logos appearing in the Software are either trademarks or registered trademarks of Keeper Security, and/or their respective owners. The absence of a Software or service name or logo from this list does not constitute a waiver of Keeper Security's trademark or other intellectual property rights concerning that name or logo.
2. AcknowledgementsIn each instance, subject to the terms listed in the remainder of this Agreement, you hereby acknowledge and agree that:
a. The Software may only be used for lawful purposes.
b. The Software is subject to a monthly or annual subscription fee to operate the Software on more than one mobile device or computer or to gain access to enhanced features which include, without limitation: Importing / exporting records, synchronising records to multiple devices or computers and restoring or backing up records.
c. You hereby understand that upon using the Software, you will be required to create a "Master Password." The Master Password will be used by you and only you. You will agree to not share your Master Password with any employee, agent, officer or director of Keeper Security.
d. Keeper Security, will not under any circumstances, have access to your Master Password or the records stored in Keeper.
e. If you lose or forget your Master Password, Keeper Security will not be able to assist you in gaining access to your records since Keeper Security does not have access to or knowledge of your Master Password. It is imperative to not forget your Master Password since this is required to gain access to the records stored in Keeper.
f. Keeper Security will maintain a binary file of your Keeper records on Keeper Security's Cloud Security Vault™, provided that you are a paid-subscriber of the Software. The binary is created when you back-up your records and is stored in the event that you need to recover your information in the event of loss due to local system crash, damage, loss or hack attempt that results in the self-destruction of your records.
g. A Free User of the software is permitted to use Keeper on one mobile device without the ability to back up, restore or save their records outside of the one mobile device. If the device or data is lost or stolen, a Free User will not be able to restore their records.
3. Software and SupportKeeper requires an Internet connection to function on Mac, BlackBerry, Windows Phone and other Cloud-based software platforms. Your information created in Keeper is transmitted to Keeper's Cloud Security Vault using a 256-bit encrypted Secure Socket Layer (SSL/https) connection. Your information is securely encrypted with 128-bit AES ciphers. Keeper employees do not have access to your records. We cannot help you retrieve your records if you forget your Master Password. Information such as your IP address and login information is utilised for your security and protection.
4. Subscription Fees, Payment Terms and Refund Policy
4.1 Subscription Fees for Keeper SoftwareThe fees charged by Keeper Security are referred to as Subscription Fees. Upon upgrading from the free version of Keeper or by purchasing the paid version of Keeper with expanded features and benefits, you will be subject to monthly or annual Subscription Fees in accordance with the Fee Schedule as shown on the website. You will be required to submit payment monthly or annually in advance for the Software (unless you have already provided payment or means of payment, such as credit card information on file). Access to the paid-version of Keeper will be disabled until payment is received. Subscription Fees will be billed and collected monthly or annually, in advance, based on your subscription plan.
4.2 Fee Schedule, Discounts & Channel Partner Established PricingYou are responsible for reviewing the Fee Schedule from time to time and remaining aware of the fees charged by Keeper Security. The Fee Schedule, including subscription quantities and pricing, is subject to change at any time in Keeper Security's sole discretion. Keeper Security will use good faith efforts to notify you via email prior to effectuating any change to the Fee Schedule. If you receive special discounts through a Channel Partner or Value Added Reseller of the Software, those discounts may not be available if you cease to continue to be a customer of the Channel Partner or Value Added Reseller, in which case Keeper Security's standard subscription fees will apply. Keeper Security may rely on information provided by the applicable Channel Partner or Value Added Reseller, if any, with respect to the status of your account.
4.3 PaymentAs a condition for using Keeper, you must provide us with payment. Payment for Software shall be made by a valid credit card, debit card or charge card (collectively referred to as "Charge Card") as accepted by Keeper Security and having sufficient payment to cover the Subscription Fees, as charged to you. Payment methods such as check, wire transfer or other trade format must be negotiated directly with and approved by Keeper Security. You are responsible for paying amounts billed by Keeper Security to your Charge Card for Subscription Fees. All fees are payable in U.S. dollars.
In the event that you cancel your Charge Card or it is otherwise terminated, you must immediately provide us with a new, valid Charge Card number. You authorise us from time to time, to undertake steps to determine whether the Charge Card number you have provided to us is a valid number. In the event that you do not provide us with a current valid Charge Card number with sufficient credit upon request during the effective period of this Agreement, you will be in violation of this Agreement and we may terminate this Agreement with you. In the event that you provide us with a debit card number instead of a credit card number, you authorise us to make all charges described in this Agreement to your debit card account. If the monthly or annual payment option is selected or if you have previously provided your Charge Card for payment, you hereby authorise Keeper Security to charge your card for such amounts on a regular monthly or annual basis at the beginning of each billing cycle. If Keeper Security is for any reason unable to effect automatic payment via your Charge Card, Keeper Security will attempt to notify you via email and your Keeper account will be disabled until payment is received. Since the Software is delivered in full at the beginning of the subscription period, amounts paid for the Software under this subscription plan are generally not refundable.
You may upgrade or cancel your account at any time. Monthly and Annual fees for your subscription will be billed automatically to the charge card designated during the sign-up process for Keeper or subsequently designated to Keeper Security at the start of the subscription period and at the start of each renewal period, unless you terminate your subscription before the relevant period begins.
If you are upgrading your subscription with new devices, you will only be charged for the remainder of your yearly subscription. For example, if you add a device after 6 months, you will only be charged $4.99 for the new device (50% x £6.99 for ½ of the year). After the original subscription ends, you will be able to renew all of your subscriptions at once, for a single annual fee.
The full amount of the new upgrade plan will be charged monthly or annually thereafter. You agree to pay or have paid all fees and charges incurred in connection with your Keeper subscription (including any applicable VAT) at the rates in effect when the charges were incurred. A standard monthly billing cycle is 30 days and a standard annual billing cycle is 365 days. All fees and charges are nonrefundable. Keeper may change the fees and charges then in effect, or add new fees or charges, by giving you written, advanced notice. All fees and charges incurred in connection with your user name and password will be billed to the charge card designated during the registration process for Keeper or subsequently designated to Keeper Security. You also are responsible for any fees or charges incurred to access www.keepersecurity.com through an Internet access provider or other third party service. This Agreement is personal to you, is your obligation and therefore, you may not assign your rights or obligations of this to anyone.
5. Right to Disable AccessKeeper Security, at its own discretion, may immediately disable your access to the Software without refund if Keeper Security believes in its sole discretion that you have violated any of the policies listed above or elsewhere in this Agreement.
6. Restrictions and Responsibilities
6.1. No Rights in SoftwareThis is an Agreement for you to use the Software. You are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Software or any software, documentation, or data related to the Software; remove any proprietary notices or labels from the Software; modify, translate, or create derivative works based on the Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software.
Unless you are an authorised reseller of the Software, you may not display, copy, reproduce or distribute the Software, any component thereof, any documentation provided in connection with the Software, or any content, including but not limited to newsletters distributed to you by Keeper Security in connection with the Software. Violation of these restrictions may result in the termination of this Agreement.
6.2. Permitted Use of the SoftwareThe Software shall be used for your internal business (which includes civic or charitable) purposes only. If you are using the Software in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software, then you hereby covenant that, prior to engaging in such activities, you will first request that Keeper Security perform such work at its standard professional services rates. Keeper Security can then decide either: (i) to perform the work in order to achieve such interoperability and charge its standard rates for such work to you; or (ii) to permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability or (iii) to provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities, despite a contractual prohibition on such activities.
6.3. Compliance with Laws; MonitoringYou shall use the Software only in compliance with this Agreement. You agree to not use this Software as a means or in a manner that violates any local, state or Federal laws.
6.4. IndemnificationYou hereby agree to defend, indemnify and hold harmless Keeper Security, its business partners, third-party suppliers, providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any messages you distribute using the Software or (iii) otherwise arises from or relates to your use of the Software. In addition, you acknowledge and agree that Keeper Security has the right to seek damages when you use the Software for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.
6.5. Your InformationIn using the varied features of the Software, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to Keeper Security. Keeper Security may use this information and any technical information about your use of the Software to tailor its presentations to you, facilitate your movement through the Software, or communicate separately with you. If you licensed the Software as a result of solicitation by a marketing partner of Keeper Security, Keeper Security may share your information with the marketing partner and the marketing partner may share related information with Keeper Security. Keeper Security will not provide your contact information to companies you have not authorised for that purpose unless required by law or unless you are terminated from Keeper Security due to unsolicited commercial email being sent from your Keeper Security account.
6.6. Intellectual Property Rights in Your ContentYou agree that you will not upload or transmit any contact lists, communications or content of any type to Keeper Security or in connection with the Software that infringe, misappropriate or violate any rights of any party. By submitting ideas, concepts, inventions, or content to this web site or using them in connection with the Software, you agree that such submission is non-confidential for all purposes. If you make any such submission, you agree that you will not send or transmit to Keeper Security or to any third party using the Software, any communication or content that infringes or violates any rights of any party. If you submit any business information, ideas, concepts or inventions or content to Keeper Security by email, you agree such submission is non-confidential for all purposes. If you make any submission to Keeper Security or if you submit any business information, idea, concept or invention to Keeper Security by email, you automatically grant or warrant that the owner of such content or intellectual property has expressly granted Keeper Security a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such content in any manner.
The unauthorized access to Keeper Security's systems, Software and/or a user's device which runs Keeper is prohibited. Furthermore, the threat of disclosing or actual disclosure of any purported weakness, security flaw or degradation of our Software or systems (which are proprietary and property of Keeper Security) in a public forum - is prohibited.
If we determine that an entity or individual has attempted to reverse engineer, enter, infiltrate or breach our Software, infrastructure and/or a user's device (which could include a breach or weaknesses in an operating system created by or utilized by one of our strategic OEM partners), we will take swift action - either in the form of a lawsuit and/or a disclosure to appropriate local, state and federal law enforcement agencies.
If, however, your efforts were inadvertent and/or conducted in an internal setting (e.g. on a test device and not that of a Keeper user) and such efforts and results were not subject to a contingent threat of public disclosure or actual public disclosure, we will not bring a lawsuit against you or report you to a local, state or federal law enforcement agency.
7. TerminationYou may terminate this Agreement at any time by notifying Keeper Security Customer Support in writing. Since access to the Software is delivered in full at the beginning of the subscription period, amounts paid for the Software under this subscription plan are not refundable.
Keeper Security may terminate this Agreement or the Software, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. Keeper Security shall have no liability to you or any third party because of such termination or action.
Keeper Security may delete all of your archived data on its Cloud Security Vault within 30 days after the date of termination. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.
8. Warranty Disclaimer; RemediesUSE OF THE SOFTWARE AND ANY RELIANCE BY YOU UPON THE SOFTWARE, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. KEEPER SECURITY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS" AND KEEPER SECURITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Your sole and exclusive remedy for any failure or nonperformance of the Software shall be for Keeper Security to use commercially reasonable efforts to adjust or repair the Software. Keeper Security regularly makes fixes, enhancements and upgrades to its Software for the benefit of all customers on paid subscription plans.
9. Limitation of LiabilityTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL KEEPER SECURITY OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "KEEPER SECURITY" BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF KEEPER SECURITY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, KEEPER SECURITY IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), SOFTWARE LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF KEEPER SECURITY TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY KEEPER SECURITY TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
10. Restricted Persons; Export of Software or Technical DataYou hereby warrant that you are not a "Restricted Person". For purposes of this Agreement, you are a "Restricted Person" if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Software is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Terrorists List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify Keeper Security within twenty-four (24) hours, and Keeper Security shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to Keeper Security.
You agree that you shall not utilise the Software to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorised in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Software, or any direct Software thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
11. Links to Third-Party Web SitesThis Software permits users to link to non-Keeper Security, third-party web sites. These links are provided to you as a convenience, and Keeper Security is not responsible for the content of any linked web site. Any non-Keeper Security web site accessed from this web site is independent from Keeper Security, and Keeper Security has no control over the content of that web site. In addition, a link to any non-Keeper Security web site does not imply that Keeper Security endorses or accepts any responsibility for the content or use of such web site.
12. No Implied EndorsementsIn no event shall any reference to any third party or third party Software or service be construed as an approval or endorsement by Keeper Security of that third party or of any Software or service provided by a third party.
13. Notice and Take Down Procedures; Copyright AgentIf you believe any materials accessible on or from Keeper Security's website infringe your copyright, you may request removal of those materials (or access thereto) from the web site by contacting Keeper Security's copyright agent (identified below) and providing the following information:
1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorised version of the work.
2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
3. Your name, address, telephone number and (if available) e-mail address.
4. A statement that you have a good faith belief that the complained of use of the materials is not authorised by the copyright owner, its agent, or the law.
5. A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorised to act on the copyright owner's behalf.
6. A signature or the electronic equivalent from the copyright holder or authorised representative.
Keeper Security's agent for copyright issues relating to this web site is as follows:
Keeper Security, Inc.
Intellectual Property Administrator
850 W. Jackson Boulevard
Chicago, IL 60607
Phone: +1 (312) 829-2680
Fax: +1 (312) 829-2971
In an effort to protect the rights of copyright owners, Keeper Security maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of this web site who are repeat infringers.
14. Your Master PasswordYou are responsible for maintaining the security of your Master Password and Keeper records entered, imported and exported using the Software. Keeper Security has no knowledge of your Master Password and will not ask or be permitted to ask for your Master Password. You agree to not issue your Master Password to any third parties and shall not, under any circumstances, issue your Master Password to any customer support representative of Keeper Security in the event you contact Keeper Security for Software assistance. Keeper Security shall not be responsible for the actions of any individuals who misuse or misappropriate your Keeper information or other any of your assets using your Master Password or the information stored in Keeper.
16. Miscellaneous16.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force, in effect and enforceable.
16.2 Keeper Security and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
16.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Keeper Security in any respect whatsoever.
16.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys' fees.
16.5 The Agreement shall be governed by the laws of the State of Illinois, USA, without regard to its choice or law or conflict of laws provisions. Jurisdiction for any legal actions in connection with the Agreement shall be brought in the state or federal courts located in Chicago, Cook County, Illinois.