EULA

This End User License Agreement (“EULA”) is an agreement between the end user (the “Customer”) and Keep it Saved Corp, a Delaware corporation (or its affiliates, hereinafter referred to as “Keep it Saved”) for the platform (the “Product/Service”). This EULA consists of the terms and conditions related to the Product/Service and its updates from time to time, including pricing and payment terms for use of the Product/Service, which the Customer must read carefully.

BY SUBSCRIBING TO AND/OR USING THE PRODUCT/SERVICE, THE CUSTOMER AGREES TO BE BOUND BY THIS EULA, INCLUDING ANY MODIFICATIONS MADE TO IT FROM TIME TO TIME. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS ENUMERATED IN THIS EULA, YOU MAY NOT SUBSCRIBE TO OR USE THE PRODUCT/SERVICE.

GRANT OF LICENSE.

General. Keep it Saved grants the Customer a revocable, non-exclusive, non-sublicensable, non-transferable, limited license to use license to the Product/Service. Minimum system requirements or other factors may affect the ability to use Product/Service. Keep it Saved reserves all rights not expressly granted in the below provisions.

Authorized Users. Only those individuals whom Customer designates as “Authorized Users” may use and access the Product/Service provided that the payment of the appropriate licensing fees for such Authorized Users is current. Creation and deletion of user accounts are subject to and governed by the terms of use of this EULA. Customer agrees that any Authorized Users are bound by the terms of this EULA.

Limitations on Use. The Product/Service is licensed, not sold. Keep it Saved reserves all other rights not expressly granted. THE PRODUCT/SERVICE DOES NOT CONSTITUTE LEGAL ADVICE AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE NOR BE USED IN PLACE OF SEEKING PROFESSIONAL LEGAL ADVICE. KEEP IT SAVED EXPLICITLY DISCLAIMS THE APPROPRIATENESS OR APPLICABILITY OF THE PRODUCT/SERVICE OR THE USE OR APPLICATION OF THE PRODUCT/SERVICE TO ANY SPECIFIC SITUATION.

While using the Product/Service, the Customer shall not do the following:

1. use the Product/Service in any way that harms the Product/Service or its resellers, distributors, and/or vendors, or any Keep it Saved Customers;
2. work around any technical limitations in the Product/Service;
3. decompile, disassemble, or otherwise reverse engineer the Product/Service or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Product/Service by any means whatsoever (except and only to the extent that applicable law prohibits or limits reverse engineering restrictions, and then only with prior written notice to Keep it Saved;
4. remove any product identification, proprietary, copyright, or other notices contained in the Product/Service;
5. remove, minimize, block, or modify any product identification, proprietary, copyright, or other notices contained in the Product/Service;
6. use the Product/Service in any way that is against the law or to create or propagate malware;
7. share, publish, distribute, or lend the Product/Service, provide the Product/Service to third parties for others to use, or transfer the Product/Service or this EULA to any third party;
8. rent, lease, lend, resell, or host to or for third parties any Product/Service;
9. use any portion of the Product/Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);
10. use any unauthorized automated process or service to access and/or use the Product/Service (such as a BOT, a spider, periodic caching of information stored by Product/Service or “meta-searching”); however, periodic automated access to the Product/Service for report creation or scheduling is permitted;
11. use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Product/Service or work around any of the technical limitations in the service;
12. build a product or service using similar ideas, features, functions, or graphics of the Product/Service;
13. modify any part of the Product/Service, create a derivative work of any part of the Product/Service, or incorporate the Product/Service into or with other software, except to the extent expressly authorized in writing by Keep it saved; or
14. publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Product/Service.

While using the Product/Service, the Customer shall do the following:

1. comply with all applicable laws; and
2. comply with any codes of conduct or other notices in writing provided by Keep it Saved to the Customer, and promptly notify Keep it Saved if it learns of a security breach or unauthorized access related to the Product/Service.

ORDERING, SUBSCRIPTION FEE, LATE PAYMENT, TAXES AND RENEWAL.

Ordering. The Customer shall place an order (“Order”) for each subscription (“Subscription”) for the Product/Service by the means made available to it by Keep it Saved and/or a licensed third-party reseller. Such an Order will state the Terms of the Subscription and the number of Authorized Users. All payments shall be made in accordance with the Order.

Fees and Payment. The terms of the Order will govern the price of the Subscription, and Customer may be billed monthly or annually. Payment methods, including credit card payment, Automated Clearing House transactions, or other payment methods, will be governed by the terms of the Order. Subscription Fees may be subject to change without notice. Any such revised Subscription Fees shall apply only when placing a new Order or an Order for renewal of an existing Subscription. All payments are non-refundable.

Renewal. Unless this Agreement is otherwise terminated by either party or an express request from the Customer prior to the expiration of any Term, the Customer’s Subscription shall be automatically renewed on the day of expiration of the Term for the same Term and number of Authorized users as previously applicable, subject to auto-debit of the applicable Subscription Fees from the payment method selected by the Customer.

Taxes and Other Incidental Charges. The Subscription Fee and rate plans shall include applicable taxes and other government levies but do not include phone and Internet access charges, wireless service, and other data transmission charges unless stated otherwise. The Customer is responsible for all such incidental charges and any taxes thereon that the Customer is legally obligated to pay.

LIMITED DATA COLLECTION BY KEEP IT SAVED.

The Customer acknowledges and agrees that Keep it Saved may collect and use personal information (including name, e-mail and/or phone number) of the Customer or the Authorized User(s) gathered solely for the purpose of delivering the Product/Service to Customer. Keep it Saved may also use this information to provide notices to the Customer/Authorized User(s) that may be of use and/or interest. The Customer shall have the right to obtain its personal data and that of its Authorized User(s) after termination by providing written notice to Keep it Saved. Keep it Saved does not collect any other Customer information or data, including but not limited to information or data about the usage of the Product/ Service and/or any communication with third-party applications and/or any troubleshooting data.  However, while Keep it Saved will at all times attempt to maintain the privacy of its Customer’s information and data, as well as comply with data protection and privacy laws, it disclaims to the applicable limits possible any breaches or loss of data caused by disclosure by a Customer or through the acts of third parties over which Keep it Saved has no control or contractual obligations with.

OWNERSHIP.

All title, ownership rights, and intellectual property rights in and to the Product/Service (including, without limitation, all text, graphics, images, logos, diagrams, videos, audio-visual effects, domain names, and any other elements that are part of the Product/Service, individually or in combination) and any and all copies thereof are owned by Keep it Saved or its licensors. The Product/Service is protected by national and international intellectual property laws, treaties, and conventions. The Product/Service may contain certain licensed materials and, in that event, Keep it Saved’s licensors may protect their rights in the event of any violation of this Agreement. Any reproduction or representation of these licensed materials in any way and for any reason is prohibited without Keep it Saved’s prior permission and, if applicable, Keep it Saved’s licensors and representatives. Except as expressly set forth in this EULA, all rights not granted hereunder to Customer and its Authorized User(s) are expressly reserved by Keep it Saved.

This License confers no title or ownership in the Product/Service and should not be construed as a sale of any rights in the Product/Service.

SUPPORT SERVICES.

 Keep it Saved may provide the Customer with support services related to the Product/Service. Any supplemental software code provided to the Customer as part of the support services shall be considered part of the Product/Service and subject to the terms and conditions of this EULA.

UPDATES.

The software may periodically check for updates and install them for the Customer. The Customer may obtain updates only from Keep it Saved or authorized sources. The Customer agrees to receive these automatic updates without any additional notice. Updates may not include or support all existing software features, services, or peripheral devices.

WARRANTY DISCLAIMER, LIMITATION OF LIABILITY.

THE CUSTOMER EXPRESSLY ACKNOWLEDGES THAT USE OF THE PRODUCT/SERVICE IS AT ITS OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCT/SERVICE IS SUPPLIED ON AN “AS IS” AND “AS AVAILABLE“ BASIS. KEEP IT SAVED’S LICENSORS, PARTNERS, AND ASSOCIATED SERVICE PROVIDERS DO NOT MAKE AND HEREBY DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY OR OTHER TERMS INCLUDING AS TO: (A) ITS CONFORMITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR SECURITY (B) ITS SUITABILITY FOR A PARTICULAR USE; (C) IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT; (D) ITS MARKET VALUE; OR (E) THE CUSTOMER’S SATISFACTION. KEEP IT SAVED DOES NOT WARRANT THAT THE PRODUCT/SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCT/SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CUSTOMER ASSUMES ALL RESPONSIBILITY FOR SELECTING THE PRODUCT/SERVICE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE INSTALLATION OF, USE OF, AND/OR RESULTS OBTAINED FROM THE PRODUCT/SERVICE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL KEEP IT SAVED OR ITS LICENSORS, CHANNEL PARTNERS, AND ASSOCIATED SERVICE PROVIDERS BE LIABLE FOR LOSS OR DAMAGE SUFFERED IN CONNECTION WITH THE USE OF THE PRODUCT/SERVICE OR ANY RELATED THIRD-PARTY SERVICE. THIS INCLUDES WITHOUT LIMITATION (A) ALL LOSSES OF ANY KIND, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT) OR OTHERWISE, (B) DIRECT LOSS; (C) ACCIDENTAL LOSS, (D) INCIDENTAL LOSS, (E) CONSEQUENTIAL LOSS, AND (F) INDIRECT LOSS.

NOTWITHSTANDING THE AFOREMENTIONED LIMITATIONS OF LIABILITY, THE CUSTOMER’S SOLE REMEDY IN THE EVENT OF A DISPUTE WITH KEEP IT SAVED OR ITS LICENSORS, PARTNERS AND ASSOCIATED SERVICE PROVIDERS IS TO CEASE TO USE THE PRODUCT/SERVICE; AND IF APPLICABLE, SEEK DAMAGES FOR THE CUSTOMER’S LOSSES. IN NO EVENT WILL KEEP IT SAVED, ITS AFFILIATES, LICENSORS, PARTNERS, AND ASSOCIATED SERVICE PROVIDERS BE LIABLE FOR DAMAGES IN EXCESS OF ANY AMOUNT THE CUSTOMER HAS PAID TO KEEP IT SAVED FOR THE PRODUCT/SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE TIME OF THE CUSTOMER’S CAUSE OF ACTION AROSE.

NOTHING IN THIS SECTION SHALL AFFECT KEEP IT SAVED’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM KEEP IT SAVED’S NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. FOR PURPOSES OF THIS SECTION, KEEP IT SAVED’S LICENSORS, PARTNERS AND ASSOCIATED SERVICE PROVIDERS ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, AND THEY MAY ENFORCE THIS EULA AGAINST THE CUSTOMER.

INDEMNITY.

Customer is solely responsible for any damage caused to Keep it Saved, its licensors, partners and associated service providers, subcontractors, other users of the Product/Service, or any other individual or legal entity as a result of Customer’s violation of this EULA.

CUSTOMER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS KEEP IT SAVED AND ITS AFFILIATES, LICENSORS, PARTNERS, AND ASSOCIATED SERVICE PROVIDERS AND SUBCONTRACTORS

AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES DAMAGES AND ALL COSTS (INCLUDING LAWYERS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO CUSTOMER’S FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS EULA OR (B) CUSTOMER’S USE OR MISUSE OF THE PRODUCT/SERVICE. Keep it Saved reserves the right to take sole responsibility, for conducting the defense of any claim for which Customer agreed to indemnify Keep it Saved. The provisions of this Section shall remain in force after termination of this EULA.

TERMINATION.

Termination by Keep it Saved. Keep it Saved may cancel or suspend Customer’s use of the Product/Service or a portion thereof at any time if Customer violates the terms of this Agreement or if Keep it Saved believes that Customer’s use of the Product/Service represents a direct or indirect threat to its network function or integrity or anyone else’s use of the Product/Service, or if Keep it Saved is otherwise required by law to do so. The Customer’s right to use the Product/Service will stop immediately after being notified by Keep it Saved of any such cancellation or suspension. Cancellation or suspension of the Product/Service for Customer’s violation of the terms of this Agreement shall not entitle the Customer to any refund of any Subscription fees paid for the applicable Term.

Termination by Customer. Customer may terminate a Subscription or reduce the number of User Licenses at any time during its Term, provided that Customer shall not be entitled to any refund on account of such termination or reduction.

Effect of Termination. Upon termination or cancellation of the Product/Service by either party for any reason, the Customer is required to uninstall, remove, and/or delete or destroy all copies of the Product/Service in the Customer’s possession and all of its component parts.

Waiver of Rights and Obligations. To the extent necessary to implement the termination of this Agreement, each party waives any right and obligation under any applicable law or regulation to request or obtain the intervention of the courts to terminate this Agreement.

No Liability for Deletion of Data. Customer acknowledges that, unless Customer provides written notice to Keep it Saved within thirty (30) days of termination of this Agreement, Keep it Saved will have no obligation to continue to hold, export, or return Customer’s data. Customer acknowledges that Keep it Saved will have no liability whatsoever for deletion of data pursuant to these terms.

FORCE MAJEURE.

Neither party will be liable for any failure in performance due to causes beyond either party’s reasonable control, such as fire, explosion, earthquake, flood, severe storms, embargo, acts of civil or military authority, war, terrorism, including cyber terrorism, pandemic, epidemic and an act of god. This clause will not, however, apply to Customer’s payment obligations under this EULA.

LAW, JURISDICTION, AND DISPUTE RESOLUTION.

To the extent permitted by applicable law, this EULA, and any disputes or claims arising out of or in connection with it, or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the United States and the State of Texas, without giving effect to any principles of conflicts of laws. Customer hereby irrevocably consents to the jurisdiction of the state and federal courts located in Collin County, Texas. The 1980 United Nations Convention for the International Sale of Goods or any successor thereto does not apply to this Agreement. Customer will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement or the Product/Service except in such courts.

CONFIDENTIALITY.

Product/Service and the Customer shall treat the terms and conditions of this EULA as confidential and shall not disclose them to any third party except in the furtherance of the parties’ business relationship with each other.

ENTIRE AGREEMENT.

This EULA, and any other terms that Keep it Saved may provide for supplements, updates, or third- party applications, is the entire agreement for the Product/Service.

NOTICES.

Notices, authorizations, and requests by the customer in connection with this EULA must be sent by email to: contact@keepitsaved.com.

ASSIGNMENT.

Customer may not assign this EULA. Keep it Saved may assign this EULA to its affiliates.

SEVERABILITY.

If a court holds any provision of this EULA to be illegal, invalid, or unenforceable, the rest of the document will remain in effect and this EULA will be amended to give effect to the eliminated provision to the maximum extent possible.

WAIVER.

A waiver of any breach of this EULA is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.