Kee Vault Terms of Service

Introduction

Thank you for using Kee Vault! We’re happy you’re here. Please read this Terms of Service agreement carefully before accessing or using Kee Vault. Because it is such an important contract between us and our users, we have tried to make it as clear as possible. For your convenience, we have presented a simple and short non-binding summary of each section followed by the full legally binding terms.

Contents

The Kee Vault Terms of Service

Effective date: 6th July 2023

A. Definitions

Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms.

1. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the “Terms”) and all other operating rules, policies (including the Kee Vault Privacy Statement, available at https://www.kee.pm/keevault/privacy) and procedures that we may publish from time to time on the Website.
2. The “Service” refers to the applications, software, products, and services provided by Kee Vault Ltd. The Service includes one or more password management apps available at https://keevault.pm, in smartphone app stores or on platforms we control such as our website, and the related systems and technologies, including without limitation, associated software applications on any device, data, APIs and other content we make available.
3. The “Website” refers to all of Kee Vault Ltd’s websites, and all content, services, and products provided by Kee Vault at or through the Website. Some websites owned by Kee Vault may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service. Where conflicts occur in cases where a subject can be considered both a Service and a Website (e.g. https://keevault.pm) terms relating to the “Service” take precedence over terms relating to the “Website”.
4. The “User”, “You”, and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 13 years of age.
5. “Kee Vault” refers to Kee Vault Ltd except for usage where the “Kee Vault” brand is used as a reference to the name of the Service.
6. “We”, “Our” and “Us” refer to Kee Vault Ltd.
7. “Kee Vault Ltd” includes our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
8. “Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. “Content” also includes Services.
9. “Paid Content” is Content only available to Users who are participating in a payment plan, including paid Subscriptions.
10. An “Account” is one possible representation of your legal relationship with Kee Vault. It represents your authorization to sign in to and use the Service, and serves as your identity on the Service.
11. A “Subscription” is an automatically-renewing paid upgrade to an Account which, when Active, and subject to the terms in this Agreement, enables access to Paid Content and features that are otherwise unavailable to an Account with no Subscription or to a User that does not have an Account.
12. “Activation” of your subscription will occur either when you sign up to the Service or at the conclusion of any free trial we choose to offer to you. Your “Subscription Provider” will choose which.
13. A “Subscription Provider” is the entity that you pay for your Subscription. They are responsible for informing us whether you have an active Subscription for your Account and handling any payment issues relating to that Subscription. They will also set their own terms of service which you should read and agree to when presented with the opportunity to do so. It may help to think of Kee Vault Ltd as the Service Provider. While we may also be your Subscription Provider, the role could be performed by a 3rd party, such as Google or Apple.

B. Account Terms

Short version: A human must create your Account; you must be 13 or over; you must provide valid information. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.

1. Required Information

You must provide a valid email address in order to complete the registration process. Any other information requested is optional, unless you opt for a paid Subscription, in which case additional information will be necessary for billing purposes.

2. Account Requirements

We have a few simple rules for Accounts on Kee Vault’s Service.

1. You must be a human to create an Account. Accounts registered by “bots” or other automated methods are not permitted.
2. You must be age 13 or older. While we are thrilled to see young people get excited about protecting their online security, we must comply with your country’s law. Kee Vault does not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User’s Account immediately. Your country’s minimum age may be different; in such a case, you are responsible for complying with your country’s laws.
3. Your login may only be used by one person — i.e., a single login may not be shared by multiple people.

3. User Account Security

You are responsible for keeping your Account secure while you use our Service. We offer tools and information to help you maintain your Account’s security, but the content of your Account and its security are up to you.

1. You are responsible for all content posted and activity that occurs under your Account.
2. You are responsible for maintaining the security of your Account, password and devices used for accessing the service. Kee Vault cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
3. You will promptly notify Kee Vault if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.

4. Additional Terms

In some situations, third parties’ terms may apply to your use of Kee Vault. For example, you may download an application that integrates with Kee Vault. Please be aware that while these Terms are our full agreement with you, other parties’ terms govern their relationships with you.

C. Acceptable Use

Short version: Use Kee Vault in good faith.

1. Compliance with Laws and Regulations

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

2. Conduct Restrictions

While using Kee Vault, you agree that you will not under any circumstances:

• harass, abuse, threaten, or incite violence towards any individual or group, including Kee Vault employees, officers, and agents, or other Kee Vault Users;
• use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
• attempt to disrupt or tamper with Kee Vault’s servers in ways that could harm our Website or Service, to place undue burden on Kee Vault’s servers through automated means, or to access Kee Vault’s Service in ways that exceed your authorization;
• impersonate any person or entity, including any of our employees or representatives, including through false association with Kee Vault, or by fraudulently misrepresenting your identity or intentions; or
• violate the privacy of any third party, such as by posting another person’s personal information without consent.

3. Services Usage Limits

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Kee Vault’s express written permission.

4. Excessive Bandwidth Use

If we determine your bandwidth usage to be significantly excessive in relation to other Kee Vault customers, we reserve the right to suspend your Account or throttle your data transfers until you can reduce your bandwidth consumption.

5. User Protection

You agree not to engage in activity that significantly harms our Users. We will resolve disputes in favour of protecting our Users as a whole.

D. Intellectual Property Notice

Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

1. Kee Vault’s Rights to Content

Kee Vault and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © Kee Vault Ltd. All rights reserved. For those parts of the Website or Service that are not clearly marked with a different license (for example, Open Source AGPLv3) you may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Kee Vault.

2. Kee Vault Trademarks and Logos

If you would like to use Kee Vault’s trademarks, you must follow all of our trademark guidelines, including those on our Trademarks page. In many cases, additional restrictions will be applied by a source code license and those additional terms supersede this general term.

E. Payment

Short version: You are responsible for any fees associated with your use of Kee Vault. We or our partners are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change. You may be able to choose alternative subscription plans and frequencies and we may apply account credits (but no refunds) as a result of this but downgrading from a more expensive or longer plan does not mean that you are no longer responsible for the payment of the previously agreed fees. You may be able to choose from multiple subscription providers but there is no facility for you to transfer any remaining value on a subscription from one provider to that of another provider.

1. Subscription Providers

1. We may offer you a Kee Vault Subscription for your Account via one or more Subscription Providers.
2. It is at our discretion which Subscription Providers we will offer to you, although we may also be bound by additional legal or technical restrictions affecting which Subscription Providers we are permitted to offer to you in some circumstances. We may also be legally prohibited from informing you that these restrictions are affecting your available options.
3. Each Subscription Provider may offer you a different price and/or currency for your payment. Since it is not within our control or knowledge which Subscription Provider you will choose, nor which government Sales tax / VAT regime you will be subject to, we can’t commit to ensuring that every price you see advertised will match the price that the Subscription Provider will offer to you.
4. If you accept the price displayed by a Subscription Provider, this is a final and binding part of your contract with us and the Subscription Provider you have selected and unfortunately cannot be adjusted if you later find a lower price from an alternative Subscription Provider or a lower advertised price.
5. We will make make reasonable efforts to request each Subscription Provider to offer prices that are broadly comparable to other Subscription Providers, although this comparable range can still vary by quite a lot once highly variable currency exchange rates, service fees and taxes are taken into account.
6. Some Subscription Providers may offer temporary discounts, offers, deals, etc. and these may or may not be replicated in whole or part by our other Subscription Providers.
7. It is your responsibility to manage your Subscription using your chosen Subscription Provider. We can not and will not enter into negotiations regarding payment issues, refunds, etc. on your behalf.
8. We will ensure that you are able to manage your Subscription via links or features within the same Kee Vault app that you used to initiate your choice of Subscription Provider. We don’t commit to ensuring that you can do this from every device or platform but will endeavour to direct you appropriately whenever technically feasible to do so.

2. Subscription / Service integration failures

While all reasonable efforts will be made to avoid the situation, if a technical fault causes our Service to be incorrectly informed about the status of a Subscription you purchased from a Subscription Provider, you agree to inform us of the situation in a timely manner and provide us with all necessary information and time to investigate the problem before escalating the issue to the Subscription Provider or any public media/website.

Depending upon the nature of any problems of this type, you may need to work with both us and the Subscription Partner to ensure that you receive the Service you requested. We will endeavour to help with this process where possible, offer reasonable apologies and Service credit where applicable and of course attempt to learn everything about the circumstances of the problem so that we can try to prevent it happening again to you or other subscribers in the future.

We will aggressively pursue any fraudulent claims of Subscription purchase errors and must unfortunately reserve the right to initiate civil and/or criminal court proceedings to recover our reasonable costs and prosecute you in the unlikely event that your actions are deemed fraudulent or malicious. Our Subscription Providers may well contain a similar clause protecting them from fraud and nothing in these terms prevents them from exercising that right. Although in practice it is unlikely that both us and our Subscription Provider will pursue fraudulent claims for the same incident, we do not rule out that possibility.

3. Use of multiple Subscription Providers

You are responsible for selecting your Subscription Provider from the options available to you. If you decide to purchase a Subscription from a different Subscription Provider in future, your active Subscription periods from each Subscription Provider will overlap rather than extend. This means that you could effectively be paying twice to receive the same Service that others pay for just once. It is your responsibility to minimise or eliminate any overlap between the Subscriptions enabled by each of your chosen Subscription Providers.

If we choose, or are forced by third parties, to stop accepting your previously chosen Subscription Provider as a valid option for our Service, we:

1. Will give you as much notice as we can considering the circumstances that have led to the change being required
2. May tell you which Subscription Provider you must migrate to or may provide you with two or more options to choose from
3. Will make best efforts to provide information and assistance to you so that you are able to transfer your Subscription to a new Subscription Provider with as little effort as possible
4. Will ensure that if an overlapping Subscription time period is necessary you will receive account credit or additional days of Service such that you are not paying twice for our Service as a result of our action.

You:

1. May have to pay a different price to the new Subscription Provider
2. Will have the opportunity to object to the transfer of your active Subscription to a new Subscription Provider but will not be able to renew your Subscription at your old Subscription Provider when its term comes to an end. In that situation, we would treat your Account as no longer having an active Subscription, in just the same way as if you had failed to renew your Subscription at the end of its term for any other reason.

4. Third party terms of service

You agree to be bound by the terms of service presented to you at the time of purchase by any third party Subscription Provider that you select to provision your Kee Vault Subscription.

We are likewise bound by an agreement with the Subscription Provider which will cover a variety of terms. The most important ones will be related to our commitment to provide you with the Service that your Subscription entitles you to.

It hopefully goes without saying but if you pay for our Service with any Third Party Subscription Provider, we will endeavour to provide you with that Service in a reasonable time frame and ensure that you continue receiving the service while the Subscription Provider informs us that you have an active (paid for) Subscription.

5. Kee Vault Ltd Subscription Provider terms of service

If we offer you the option to engage Kee Vault Ltd as your Subscription Provider, the additional terms of service in this section will apply.

i. Pricing

Our pricing and payment terms are available at https://www.kee.pm. If you agree to a Subscription price, that will remain your price for the duration of the payment term (“Billing Cycle”); however, prices are subject to change at the end of a payment term. We will give you at least 30 days notice if we increase the price that you would need to pay to start a new Billing Cycle.

ii. Upgrades, Downgrades, and Changes

• We will immediately bill you when your Subscription Activates.
• If you change from a monthly billing plan to a yearly billing plan, we will start a new one-year billing period immediately and apply a credit, to the invoice for this new billing period, in respect of the pro-rata amount for the time remaining on the old subscription plan.
• If you change from a yearly billing plan to a monthly billing plan, we will start a new one-month billing period immediately and apply a credit, to the invoice for this new billing period and to subsequent monthly invoices as required, in respect of the pro-rata amount for the time remaining on the old subscription plan. There is no facility to receive a refund for the credits - they are applied to your future invoices but if you cancel your subscription before any such credits have been used up, we won’t refund the remaining credits.
• If you upgrade to a higher level of service, we will apply the upgrade immediately so that you can take advantage of the new level as soon as possible. We will start a new billing period immediately and apply a credit, to the invoice for this new billing period, in respect of the pro-rata amount for the time remaining on the old subscription plan.
• If you downgrade to a lower level of service, we are entitled to either:
  1. downgrade your subscription at the end of the current billing term
  2. downgrade your subscription immediately and retain the difference between the price of the service levels for the period until your former level of service was due to end.
     • The choice of which approach to take is up to us, and may vary, but we will ensure you are made aware of this before you choose to alter your subscription.
• You may change your level of service at any time by going into your Account settings. If you choose to downgrade your Account, you may lose access to Content, features, or capacity of your Account.

iii. Billing Schedule; No Refunds

• For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds or credits, or refunds for months unused with an open Account; however, per the cancellation information below, the service will remain active for the length of the paid billing period.
• In order to treat everyone equally and limit the risk of malicious data destruction, no exceptions will be made.

iv. Authorization

By agreeing to these Terms, you are giving us permission to charge your on-file credit card or other approved methods of payment for fees that you authorize for Kee Vault.

v. Responsibility for Payment

You are responsible for all fees - including taxes, transaction fees and currency conversions - associated with your use of the Service. Our standard payment currency is UK Pound Sterling (GBP). Whether or not we offer the option for you to pay in an alternative currency, you agree to pay the displayed payment charge and all fees as above.

By using the Service, you agree to pay Kee Vault any charge incurred in connection with your use of the Service. If you dispute the matter, contact Kee Vault Support. You are responsible for providing us with a valid means of payment for paid Accounts before the subscription Activates.

F. Free Trial

Short version: We or one of our Subscription Providers may offer you a free time-limited trial. Some Subscription Providers may not require payment information when you sign up for the free trial, but others will. We may, but do not have to, offer you more than one free trial period.

1. The offer

Your chosen Subscription Provider may, at its sole discretion, offer a Subscription preceded by a free trial for a limited period of time (“Free Trial” or “Trial”).

You may have to provide payment information in order to sign up for the Free Trial.

The Subscription Provider may or may not offer you a choice of the Subscription plan you will be able to use during this Trial period. If you are unhappy with the initial selection of Subscription plan and Kee Vault Ltd is your Subscription Provider then you will be able to request that we modify it during the Trial period using your Account settings. We will honour that request when practical to do so.

Different Subscription plans and different Subscription Providers may have different Free Trial periods and we reserve the right to introduce additional functional limitations upon your trial; we will endeavour to communicate such limitations to you before you agree to accept the Trial offer.

2. When the Trial ends

When the Free Trial ends your Subscription will either be

• Activated if you have valid payment information and the Subscription Provider is able to take payment using this information.
• Cancelled if the Subscription Provider is unable to take payment for any reason.

The Subscription plan that will be applied to your Activated Account will be the same as the one that was in effect during your Free Trial. This means that if you want to select a different set of features or a different Billing Period (e.g. annually or monthly) you must do so before your Subscription Activates.

3. Our discretion

Your eligibility for a free trial is entirely at Kee Vault’s discretion. Circumstances where we might refuse you the free trial period include but are not limited to:

• If you have received a Kee Vault Free Trial in the past 3 years.
• If we have previously terminated your account in accordance with these TOS.

4. Changes to the offer

At any time and without notice, Kee Vault reserves the right to change the terms and conditions of the Free Trial offer or cancel the offer. Such changes are not material to these TOS.

G. Cancellation and Termination

Short version: You may close your Account at any time. If you do, we’ll treat your information responsibly. The closure of your account will not lead to the immediate loss of your data (encrypted passwords). We still deliver a service to you during the ~180 day protective grace period but only expect payment for this if you later request the recovery of your protected data. You can request a much shorter grace period if you wish. Remember that Kee Vault can never have access to your passwords - you will still need to apply your master password to unlock any protected data we recover for you.

1. Account Cancellation

It is your responsibility to properly cancel your Kee Vault Subscription. The process for doing so varies depending upon your chosen Subscription Provider and may be varied over time.

If your Subscription Provider is Kee Vault Ltd: You can cancel your Subscription at any time by going into your Account settings. The Subscription details screen provides a simple cancellation link. Upon receipt of your cancellation request we will mark your Subscription as “Pending Cancellation”. Your Subscription will then continue until the end of your current Billing Term when it will then become “Cancelled”. You can undo your cancellation request at any point during this “Pending Cancellation” period.

If you choose a different Subscription Provider: They will notify us that you wish to cancel your subscription and we will record this information and ensure that your Account enters the “Cancelled” state at the time specified by your Subscription Provider.

We are not able to cancel Accounts in response to an email, a message via any medium or a phone request.

2. Upon Cancellation

In a “Cancelled” state, certain Service features will cease to function immediately while others may remain available to you for a longer period. The precise timing of the termination of each Service feature will vary based upon a complex combination of exactly how you have utilised the service and how we modify a variety of Service “grace periods”.

We are not required to offer any functionality to a Cancelled account and hence do not offer any legal guarantee of access nor any specific guidance on what steps you could take to affect the precise timing of functionality or data removal. You should backup/export your data before you consider cancelling your subscription.

If you need to access the data held in your Cancelled Account, you will need to renew/purchase a new subscription before your data is automatically removed. Different Subscription Providers will have different procedures and rules about this but in general you should expect to pay at least as much money as it would have cost for you to have kept the Subscription Active during the intervening time.

We will retain and use your information as necessary to comply with our legal obligations, protect your security, resolve disputes, and enforce our agreements.

Barring those requirements, we will delete your encrypted passwords and any payment details held at our payment partners within 180 days of cancellation or termination (though some information may remain in encrypted backups and it can then take up to a month for the process to complete). This information can not be recovered once your Account reaches this Deleted status. We explain these points in more detail in the Privacy Statement.

This 180 day protective grace period is essential to defend you against accidental and malicious threats, especially those relating to abuse of trust. We are still providing you a service during this period. We do so out of good will and with no expectation of payment for our costs incurred but if you do restart your Subscription during this period to take advantage of the data protection offered by this grace period, we will treat this as if your Subscription had not been stopped in the first place and expect payment in line with the original terms before we are able to re-enable your account.

If you would like an earlier end to the free protective grace period after Subscription cancellation, you can request that your account is Deleted as quickly as possible by using the form at https://kee.pm/keevault/delete-account/

3. Kee Vault May Suspend or Terminate

Kee Vault has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately and with no refund on any partially complete Billing Period. Kee Vault reserves the right to refuse service to anyone for any reason at any time.

In particular, a failure to pay monies due will result in the immediate Cancellation of an account. Note that per the above terms, this action does not necessarily result in immediate loss of access to the passwords that this Service manages on your behalf.

We will use our best endeavours to ensure any enforcement of this clause is reasonable but we cannot guarantee this, nor can we guarantee that we will be able to inform you of the reason for the action (we may be legally prevented from doing so).

4. Account Reactivation

You may choose to sign up to the Service at some future point. You will be entering into a new agreement at that time but, depending upon the reason for your earlier Account Cancellation, we would be more likely to enforce one or more of our rights relating to offering no free trial or prohibiting the creation of an account.

For the avoidance of doubt:-

• once your encrypted passwords have been deleted per these cancellation terms, signing up again in the future will not restore your access to that deleted information AND
• if we have not yet deleted the encrypted passwords associated with your account, you will be responsible for paying all monies due to us as recompense for the costs we incurred while managing the storage of your data for the usual protective grace period and any period since you failed to notify us of your intent to cancel your subscription.

5. Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

H. Communications with Kee Vault

Short version: We use email and other electronic means to stay in touch with our users.

1. Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

2. Legal Notice to Kee Vault Must Be in Writing

Communications made through email or Kee Vault Support’s messaging system will not constitute legal notice to Kee Vault or any of its officers, employees, agents or representatives in any situation where notice to Kee Vault is required by contract or any law or regulation. Legal notice to Kee Vault must be in writing and served on Kee Vault’s legal agent.

3. Electronic Support

Kee Vault only offers support via in-Service communications and electronic messages. We do not offer telephone support and will only offer support on channels which offer sufficient authentication and privacy, where such measure of sufficiency is at our sole discretion.

I. Third-party links

Short version: You can’t blame us for the content, actions or inactions of 3rd parties we link to.

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on our Websites may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

J. Disclaimer of Warranties

Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

Kee Vault provides the Website and the Service “as is” and “as available”, without warranty of any kind. Without limiting this, and to the fullest extent permitted by law, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Kee Vault does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

K. Limitation of Liability

Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

• your use or inability to use the Service;
• any modification, price change, suspension or discontinuance of the Service;
• the Service generally or the software or systems that make the Service available;
• unauthorized access to or alterations of your transmissions or data;
• statements or conduct of any third party on the Service;
• any other user interactions that you input or receive through your use of the Service; or
• any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

L. Release and Indemnification

Short version: You are responsible for your use of the service.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Kee Vault (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Kee Vault of all liability); and (3) provides to you all reasonable assistance, at your expense.

M. Changes to These Terms

Short version: We want our users to be informed of important changes to our terms, but some changes aren’t that important — we don’t want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, including price changes, at least one calendar month prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service. You can view all changes to these Terms in our Website repository.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

N. Dispute Resolution

Short version: If we and you ever disagree about the meaning of these terms and want to take formal action to resolve the disagreement, we both must first enter into an informal negotiation for at least 30 days; You must raise any Dispute within one year; You can not participate in class-action lawsuits against us.

1. Informal Negotiations

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and we agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any court proceeding. Such informal negotiations will commence upon written notice referencing this clause. Your address for such notice is the email address associated with your Account. Our address for such notice is legal@kee.pm

2. Exceptions to Informal Negotiations

The following Disputes are not subject to the above provisions concerning informal negotiations:

• any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights
• any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use

3. Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues, or the minimum length of time permitted by governing law if longer than one year.

4. No Class Actions

You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.

O. Beta Service features

Short version: You can participate in Beta Services that we offer to you; It is made available on an “as-is” basis and it may be defective; Feedback you provide is owned by us.

1. The offer

We may offer you access to Kee Vault Services or features prior to general release (“Beta Service”).

2. Limitations

We do not make any guarantees that these services will be made generally available.

Beta Services may contain bugs, errors and other defects, and use of the Beta Services is at your sole risk.

We may discontinue some or all of the features and functionality within a Beta Service at any time in our sole discretion, potentially without prior notice to you.

If we provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Beta Service, in the absence of a separate written agreement to the contrary, we will be free to use any feedback you provide for any purpose.

These Beta Services are offered “as-is”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise.

For the Beta Services only and only to the extent necessary to resolve conflict, these terms supersede any conflicting terms in the Agreement.

P. Miscellaneous

1. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Notwithstanding this, you agree that we are allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. Nothing shall prevent us from bringing proceedings to protect our intellectual property rights before any competent court.

2. Non-Assignability

Kee Vault may assign or delegate these Terms of Service and/or the Kee Vault Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

3. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

4. Exclusions

Some jurisdictions do not allow for the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you or may apply in a more restricted fashion.

5. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Kee Vault to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

6. Complete Agreement

These Terms of Service, together with the Kee Vault Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Kee Vault relating to the subject matter of these terms.

7. Questions

Questions about the Terms of Service? Contact us.