Keen Service Terms
These Keen Service Terms (these “Service Terms”) are between Keen.io, LLC (“Keen”) and the person who submits an Order for Keen’s services on the Keen Site or who signs an Order that incorporates these terms by reference to the URL where these Service Terms are posted (“you”).
Capitalized words in these Service Terms have special meanings as stated in the section where they are first used, or as defined in Section 10 (Defined Terms) at the end of these Service Terms.
Keen may modify these Services Terms at any time, but modifications are not effective for Orders that are in place prior to the modification until the Order renews or you add new services to your account. See Section 9.21 (Changes to Online Terms).
If you have any questions about these Services Terms, please contact firstname.lastname@example.org.
- 1.1 Services. Keen agrees to provide the Services for the Term on the terms and conditions stated in the Order and these Service Terms. Keen makes the following commitments:
- 1.1.1 The Services include those features listed on the Keen Plan you select as described on the Keen website on your Order submission date or other Plan document provided to you. The Services include updates that Keen makes generally available to its other subscribers for the same Services, subject to any fees and terms that may apply to new features.
- 1.1.2 Keen will use commercially reasonable efforts to make the Services available to you 24 per hours per day, 7 days per week, year-round, excluding reasonable maintenance. If your Order includes a service level commitment or “SLA” for availability, Keen makes the availability commitment to you described in that SLA.
- 1.1.3 You will have access to Keen’s online support Documentation; and
- 1.1.4 Keen will provide support beginning at 9 a.m. and ending at 5 p.m. Monday through Friday, United States Central time, excluding federal public holidays in the United States and other Keen announced support holidays.
- 1.2 Beta Services. From time to time, Keen may invite you to try test or “Beta” Services at no charge. Beta services will be designated as test, beta, pilot, limited release, developer preview, non-production, evaluation or with a similar description. Beta services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Keen may terminate a Beta service at any time, for any or no reason. Keen may discontinue Beta Services at any time in its sole discretion and may never make the Beta Services generally available. If a generally available version is released, there may not be an automatic update path from the Beta version to the generally available version. If not earlier terminated, any Beta services trial period will expire on the date that the Beta service is released on a generally available basis. Beta Services are provided AS IS, and Keen has no liability for any harm or damage arising out of or in connection with a Beta Service.
The Keen API(s) are licensed to you on a non-exclusive, limited term basis for your use only in connection with the Keen Services as permitted by the Agreement, and subject to all of the restrictions and conditions stated in the Agreement. Keen will give you at least five (5) days advance written notice of any non-backwards-compatible change to its API(s) unless a change is needed to address a critical service issue.
3. THIRD PARTY SERVICES
Third party services include services that you purchase from third parties and elect to integrate with your Services. Keen does not endorse or recommend any third party service, and you are responsible for investigating the quality and suitability of your third party services. For any third party service that you use or integrate with the Services, or that Keen integrates for you at your request, you represent and warrant to Keen that you have the necessary rights and licenses from the third party service provider to use their services as integrated with the Keen Services. If Keen collects the third party’s fees from you, then it will pass through the fees to the third party, but you acknowledge that Keen has no responsibility for the third party’s services. Keen makes no representation or warranty whatsoever regarding the third party service and, as between you and Keen, the third party service is provided AS IS. Your use of the third party service is subject to the legal agreement between you and the third party. You should review the third party’s legal terms and privacy policies before using their services. You acknowledge that Keen’s integration features may be unavailable or may not work properly if the service provider’s API is unavailable or if the service provider modifies its API or services in a way that impacts the Keen integration feature. Keen will use commercially reasonable efforts to modify its integration features to maintain compatibility with service provider’s APIs and services, but may discontinue an integration feature without liability to you if there is a change in the service that creates an unreasonable cost or operational burden to Keen. Your obligations under the Agreement, for fees and otherwise, are not conditioned on the continued availability of any integration features.
- 4.1 Ownership. The Personal Data, text, and graphic content that you or your users or customers transmit to the Services, or create by means of the Services is “Your Data.” As between you and Keen, you own and retain ownership and all rights in Your Data and Keen may use Your Data only for the purpose of providing the Services and exercising its legal rights and remedies in connection with the Agreement. “Your Data” does not include system generated data about your use of the Services, such as user behavior or resource utilization, so long as the system generated data is not Personal Data (“System Data”). Keen may also aggregate Your Data with similar data from public or private data sets, including aggregate data of Keen’s other customers, and use and commercialize the resulting data sets and insights derived from the analysis of the resulting data sets (“Aggregate Data”), provided that: (i) if the data used to create the Aggregate Data includes any Personal Data, Keen either excludes this data from the data set, or de-identifies the data in accordance with applicable regulatory standards, and (ii) Keen removes from the data set any information that identifies Customer.
- 4.2 Security. On request, Keen will make available its materials describing its security safeguards and related audit and compliance reports (the “Security Materials”). You acknowledge that the Security Materials are Keen’s sensitive Confidential Information and may be shared only with your personnel and professional advisors and consultants on a need-to-know basis. Keen is not responsible to you or your users for any harm or damage resulting from a security incident except to the extent the security incident resulted from Keen’s failure to provide the security safeguards described in the Security Materials. You are responsible for determining if Keen’s security safeguards meet any regulatory requirements applicable to you and otherwise meet your business and security requirements.
- 4.3 Retention. As part of the Services, we may provide storage for Your Data. We will commit to storing Your Data for the amount of time specified in your Plan as outlined at keen.io/pricing. If a data retention period is not specified, we will commit to storing Your Data for 12 months subsequent to its generation, and thereafter it may be deleted from Keen’s servers at Keen’s discretion. Notwithstanding the above, Keen will manage Your Data according to the terms of Section 7.5.
5. FEES AND PAYMENTS
- 5.1 Payment Account. Unless you have made other arrangements with Keen, you must authorize and maintain a current valid means for Keen to collect its fees for the Services via payment card or ACH at all times during the Term.
- 5.2 Billing Cycle. Fees are charged on a monthly basis unless otherwise stated in the Order. Unless you have made other arrangements with Keen, your “billing cycle” begins on your Services activation date and continues for one month. If your Services activation date is the 29th, 30th or 31st day of a month, we will adjust new billing cycles to end on the last day of the next month that has fewer days than your service activation month. For example, if your service activation date is January 31st, your billing cycles will end on February 28, March 28, April 28, etc.
- 5.3 Fees. The fees for the services are stated in the Keen Order. Keen may not increase the fees during your initial Order term, but may increase its fees for any renewal term by giving you notice of the increase at least thirty (30) days prior to the first day of your next billing cycle. Fees are stated and must be paid in United States Dollars.
- 5.4 Sales Tax. The stated fees do not include any sales, use, VAT or like taxes (“Sales Tax”). You must pay any applicable Sales Tax that is properly invoiced by Keen.
- 5.5 Invoices. Keen may invoice the fees on or after the following times: (i) for one-time fees (such as setup fees), the day you submit the Order that includes the fee, and (ii) for monthly fees, at the time stated in the Order, or if no time is stated, on completion of the monthly services described in the associated Order. Keen may invoice any applicable Sales Tax with the invoice for the related Service, or separately. If your Order includes a monthly fee that is stated as a “minimum,” Keen may invoice the minimum on or after the first day of your billing cycle, and invoice any amount by which your usage based fee exceeds the minimum on or after the last day of your billing cycle. If you believe that your invoice is incorrect, in order to receive an adjustment or credit, you must contact Keen in writing no later than sixty (60) days after the date on the first billing statement in which the error or problem appeared.
- 5.6 Payments. Unless you have made other arrangements, Keen may charge your payment card or account on the date of invoice. Keen may suspend or terminate your Services or the Agreement if its charge to your payment card or account is rejected or not timely paid for any reason. Keen may charge interest on overdue amounts at the lesser of 1.2% per month or the highest non-usurious amount permitted by applicable law. If Keen takes legal action to collect an overdue amount, you must also pay Keen’s reasonable costs of collection, such as attorney fees and court costs. If Keen suspends your account for late payment, you must pay Keen’s reasonable reinstatement fee, not to exceed the minimum or base fee of your Plan.
- 5.7 Plan Changes. Generally, changes to your Plan are effective starting with the billing cycle that follows the change. For upgrades, Keen may give you the benefit of additional features prior to the next billing cycle, but you will be charged the fees applicable to your old Plan for the remainder of the billing cycle. If you downgrade to a lower tier (lower Plan or the free use version) or cancel your Services, Keen may continue your existing Plan features and fees until your next billing cycle, or may change your Plan to the lower tier or terminate your Services prior to the end of the billing cycle, at its election. If you have made a Term commitment to your Plan of longer than one month, Keen may charge you the applicable fees for the remainder of your Term commitment. See Fees/General.
- 5.8 General. Fees are non-refundable. If Keen discounts your fees in exchange for your commitment to a Term length of longer than one month and the Order is terminated prior to the end of the committed term then, unless the termination was by Keen for convenience, or by you for Keen’s breach, you must repay the total discounted amount (i.e. pay the difference between the list price and the discounted price).
6. YOUR OBLIGATIONS
- 6.1 Fees. You must pay your fees when due as described above. You must not use or attempt to use the Services in a way that undermines Keen’s ability to correctly calculate its fees.
- 6.2 Your Security Obligations. You must use reasonable security precautions in connection with your use of the Services, such as requiring your users to establish reasonably secure passwords and using commercially reasonable efforts to protect your systems and data from malware. You may not interfere, or attempt to interfere, with the encryption features of the Services. You are responsible for notifying any end user of your products or services that access the Services that your products or services will transmit personal data to us through the Services and obtaining such end user’s consent to the collection of such personal data by us.
- 6.3 Authorized Users. You may not authorize anyone to use your Services account other than your employees or other personnel, or the employees or personnel of your contractors who are subject to written restrictions that limit their use of the Services to supporting your internal business functions.
- 6.4 Acceptable Use. You may not use the Services in connection with any illegal or abusive activities, as determined by Keen in its reasonable discretion, or in violation of the AWS Acceptable Use Policy at https://aws.amazon.com/aup/.
- 6.5 Backups. You must create a backup of Your Data at reasonable intervals and retain that backup in a secure location.
- 6.6 Compliance with Law. You must use the Services in compliance with applicable law.
- 6.7 Representations and Warranties. You represent and warrant to Keen as of the effective date of each Order and on an ongoing basis that: (i) the information you submit about yourself and your activities to establish a Services account with Keen and place an Order is true, correct, and complete, and (ii) Your Data was collected in accordance with applicable law, and that you have all necessary rights and authority to use and process Your Data as contemplated by the Agreement.
7. TERM, TERMINATION, SUSPENSION
- 7.1 Term. Unless otherwise stated in your Order, the initial term of each Order begins on Order submission and continues until the end of your first billing cycle (one month from your Services activation date). On expiration of the initial term, the Order renews for consecutive renewal terms of one month each (or any longer period described in the Order), unless either you or Keen gives a notice of non-renewal on or before the last day of the initial term or then current renewal term, as applicable.
- 7.2 Termination. Either party may terminate an Order, or the Agreement, on written notice if the other party is in material violation of any term of an Order or these Service Terms, provided that if the violation is curable the terminating party must first give the other party a written notice describing the violation in reasonable detail and at least ten (10) days to cure the violation. You may terminate an Order at any time for convenience effective as of the last day of your billing cycle by giving notice on or before the last day of the billing cycle. Keen may terminate an Order at any time for convenience on thirty (30) days advance written notice.
- 7.3 Suspension. Keen may suspend, without reimbursement, your access to the Services and Your Data during any period that you are in material breach of the Agreement or your access to the Services or Your Data creates a material security vulnerability. Keen will give you at least two (2) business days’ advance notice of the suspension, unless the suspension is made under emergency circumstances. Keen will reinstate your access to the Services when the grounds for suspension are cured unless Keen has already terminated the Agreement as described in this Section.
- 7.4 Surviving Provisions. The following sections survive expiration or termination of the Agreement: Fees and Payment, Confidentiality, Indemnification, Limitation of Liability, Term and Termination, Suspension, Governing Law, Disputes, Notices, General, and any other terms that by their nature are intended to survive expiration or termination.
- 7.5 Return of Your Data. You are responsible for exporting Your Data from the Services prior to expiration of the Agreement. If Keen terminates your Services for breach, Keen will retain Your Data for at least 15 days from the effective date of termination. If you wish to export Your Data following a termination for breach, Keen will either, at its option, enable short term access to the Services at a scheduled time so that you may export Your Data, or export Your Data using its standard export tools. Keen has no obligation to retain Your Data after the 15-day period and may destroy Your Data. Keen has no obligation to assist you with the export of Your Data. Keen may be available to assist with data export on an hourly fee basis at a time scheduled by Keen.
8. REMEDIES, DISCLAIMERS, INDEMNIFICATION, LIMITATIONS
- 8.1 SLA Credits. If your Plan includes an SLA that has a credit remedy, the credit is the sole and exclusive remedy Keen’s failure to meet the SLA.
- 8.2 Warranty Remedy. If Keen makes a warranty regarding the Services other than in the SLA, and then materially fails to meet that warranty, Keen will attempt to cure the failure or if it is unable to cure the failure through commercially reasonable efforts will refund the fees paid for the billing cycle during which the failure occurred. However, to be eligible for a warranty remedy under this section, you must give a written notice describing the failure no later than ten (10) days following the end of the billing cycle and cooperate with Keen’s reasonable efforts to cure the failure. The remedies stated in this Section are your sole and exclusive remedy for Keen’s breach of a Services warranty.
- 8.3 No Other Warranty. Except as expressly stated in these Services Terms or an SLA, the Services are provided AS IS. Keen disclaims any implied warranties, such as a warranty of merchantability, fitness for a particular purpose, and non-infringement, and any representation or warranty that may arise through a course of dealing. You acknowledge that the use of the Service may not be uninterrupted, error free, or completely secure. You represent that you have not relied on any representation or warranty other than those stated in these Services Terms.
- 8.4 Indemnification. You agree that if a third party asserts a legal claim against Keen or any of its officers, members, managers, employees, staff, personnel, agents, licensors or suppliers (the “Keen Defendants”) arising from your violation of these Services Terms or any Order, including your breach of a representation or warranty, or if your customer or end user asserts a legal claim against any of the Keen Defendants on any basis other than Keen’s gross negligence or misconduct, you will pay all reasonable costs of defending the claim, including reasonable attorney fees, and any damages awarded to the third party or paid to the third party by Keen as a reasonable settlement. You agree that Keen may control the defense of the claim at its option, or may require you to defend the claim directly. If Keen elects to control the defense of the claim, you will reimburse Keen for its reasonable defense costs and expenses as incurred.
- 8.5 Limitation of Liability. In the event you have a legal claim against Keen or any of its officers, members, managers, employees, staff, personnel, or agents (the “Keen Defendants”), you agree that the maximum total amount of money you can recover from any or all of them cannot exceed the amount of fees you have paid or that are payable for Service for the twelve (12) months prior to the date the claim arose, unless the legal claim is based on a Keen Defendant’s intentional misconduct or is for personal injury or death resulting from the negligence, recklessness or intentional misconduct of a Keen Defendant. In addition, you agree that in no event are you entitled to recover any lost revenue, lost profits, damages for lost data, or any indirect or consequential loss or damages of any kind.
- 8.6 General. You acknowledge that Keen has set its fees and entered into the Order in reliance on the limitations of remedies and liability stated in these Terms, and that these limitations reflect an agreed allocation of risk between you and Keen. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.
9. GENERAL TERMS
- 9.1 Rights in Technology/Intellectual Property. You may not copy any part of the Services or mirror the Services on any site or system, except that you may download and print copies of Documentation for the Services as reasonably necessary for your permitted use of the Services, provided that you use the Documentation in the exact form published, retain all branding and proprietary notices, and do not transfer the Documentation to any other person. You may not reverse engineer or attempt to discover any underlying algorithm or method embodied by the Services or Keen’s other technology except to the extent applicable law permits such activity notwithstanding this limitation, and then on thirty (30) days advance written notice to Keen. You may not disclose to any third party any benchmarking or other test or evaluation you conduct on the Services. You may not use the Keen Services or API’s for the purpose of creating a competing technology. Except for rights expressly granted in this Agreement, Keen retains all right, title and interest in and to its Services, technology, and information and all related intellectual property rights. No rights in Intellectual Property may arise by implication or estoppel.
- 9.2 Feedback. You hereby license to Keen any feedback or suggestions that you may provide regarding the Services or Keen’s other existing or proposed products or services on a perpetual, irrevocable, royalty free, worldwide, unconditional, fully sublicensable and transferable basis, including the right to make, have made, use, sell, offer to sell, import, copy, display, perform, modify, distribute in modified or unmodified form, and commercialize any intellectual property, without accounting to you. You agree that you will not assert, or authorize, assist, or encourage any third party to assert, against Keen or any of its affiliates, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Service or any our other products or services that you use.
- 9.3 Confidential Information. Any non-public information that you learn about Keen or its Services as part of the relationship contemplated by these Services Terms is Keen’s Confidential Information. Your Data and your Personal Data is your Confidential Information. Each of you and Keen agree not to use or disclose the other’s Confidential Information except for the purpose of providing or using the Services, as applicable, or to exercise legal rights in connection with an Order. Each of you and Keen agree to use reasonable care to protect the confidentiality of the other’s Confidential Information and to return or destroy the other’s Confidential Information on request, except as necessary for reasonable and customary business record-keeping purposes. Each of you and Keen is responsible for a breach of this Section by any person to whom it has disclosed the other’s Confidential Information. Notwithstanding the foregoing, Keen may disclose your Confidential Information in response to a subpoena or request from law enforcement.
- 9.4 Governing Law. The Order and these Services Terms are governed by and should be interpreted under the laws of the State of Texas, and the United States of America, as applicable, without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction. The parties expressly and irrevocably disclaim and waive the application of the United Nations Convention on Contracts for the International Sale of Good and the Uniform Computer Information Act.
- 9.5 Notices. Your notices must be submitted via ticket on the customer portal, and copied by electronic mail to support@Keen.io Keen’s notices to you must be given to your account administrators at the email addresses in the Keen portal. If you send a notice of breach of the Agreement, a legal disputes, a legal claim, or other legal matter, you must copy your notice to legal@Keen.io and must also send your notice via first class United States mail to Keen’s physical address appearing on its Site on the day the notice is transmitted electronically. Keen’s legal notices to you must be copied via first class United States mail to your physical notice address, or if your physical address is outside of the United States, via a reputable and established international priority mail service on the date the notice is transmitted electronically. Notices are deemed given, received and effective as of the time transmitted by electronic mail, or if that time does not fall on a business day, as of the beginning of the first business day following the time transmitted. Notices must be given in the English language. A party may change its address for notice by giving notice in the manner stated in this Section.
- 9.6 Arbitration. Except for certain requests for injunctive relief as described below, each of you and Keen agree that any dispute related to the Services, an Order or these Services Terms shall be submitted to binding arbitration in San Antonio, Texas. The arbitration shall be conducted by one arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in person unless each of party agrees to a telephonic or written submissions procedure. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. Each party waives any right to a trial by jury, and agrees that disputes will be resolved through arbitration. No claim subject to this provision may be brought as a class or collective action, nor may you assert such a claim as a member of a class or collective action that is brought by another claimant. Each party agrees not bring a claim related to the Services or the subject matter of an Order or these Services Terms more than two years after the time that the claim accrued. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
- 9.7 Informal Dispute Resolution. Each party agrees that it will not file a lawsuit or other legal action in connection with the Services, any Order, or these Services Terms, unless it has first given the other party written notice of the dispute, and attempted to resolve the dispute through good faith negotiation.
- 9.8 Injunctive Relief. Notwithstanding anything in this Agreement to the contrary, this Agreement does not prohibit, condition or delay a party’s right to seek injunctive relief in any court of competent jurisdiction to address the other party’s infringement or misappropriation of its intellectual property, or the other party’s breach of its confidentiality obligations under this Agreement.
- 9.9 Export Compliance. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You may not permit users to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation, or in a manner that causes Keen to be in violation of U.S. export laws, even if the use is permitted the laws applicable to you or your user or customer. Each party represents that it is not on any restricted persons list maintained by the U.S., Canada, or any member of the European Union.
- 9.10 Anti-Corruption. Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If either party learns of any violation of the above restriction, it will promptly notify the other party.
- 9.11 Force Majeure. Except for your payment obligations, neither party is in violation of the Agreement if the failure to perform is due to an event beyond that party’s reasonable control, such as a significant failure of the power grid or Internet, denial of service attacks, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other acts or events for which precautions are not generally taken in the industry.
- 9.12 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Orders), without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- 9.13 Publicity. Except as otherwise agreed, neither party may issue any press release or other publicity regarding this Agreement or the relationship or transactions contemplated by this Agreement without the prior written consent of the other party. Neither party may use the other party’s trade or service marks without the other party’s prior consent, and then only to the limited extent expressly authorized, and subject to the other party’s reasonable trademark usage guidelines that are communicated to the party from time to time. You agree to consider Keen’s requests to participate in the development of product whitepapers, customer testimonials for Web publication, and other like materials to be published on the Web, to provide key performance indicator data and other information for use by Keen as part of its marketing materials, and to serve as a customer referral.
- 9.14 Relationship of the Parties. The parties are independent contractors. Neither party is the agent of the other, and neither party is authorized to make any representations, contract, or commitment on behalf of the other. The use of the words “partner” or “partnership” in this Agreement or otherwise refers only to a business relationship, and does not create or reflect any legal partnership, joint venture, or other fiduciary or other special relationship between the persons described as partners. The parties do not agree to any exclusivity in regards to the subject matter of this Agreement and each party is free to contract with third parties, including competitors of the other party, for transactions of the type covered by this Agreement in any market, worldwide.
- 9.15 Interpretations. In calculating any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run is not to be included. The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The word “personnel” refers to a person’s employees and individual contractors who are under the person’s direct supervision. The word “affiliate” refers to an individual or entity that controls, is controlled by, or is under common control with the person referred to, where control means ownership of the majority of voting interests of an entity or the right to control the policies of the entity by means of a controlling number of seats on the entity’s governing body. The use of the word “including” should be read to mean “including, without limitation.” All references to monetary amounts mean United States Dollars. The term “parties,” either in lower- or upper-case form, refers to the signatories to this Agreement. For notice purposes, the words “business day,” “business hours,” or the like means Monday – Friday, 9:00 a.m. – 5:00 p.m., United States Central Time, excluding federal public holidays in the United States. A reference to “day” shall mean a calendar day, unless expressly designated as a “business” day. All software and other technology provided for your use is licensed and not sold; any references to a sale or purchase of software or other technology means the sale or purchase of a subscription service. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. Nouns stated in the singular imply the plural as indicated by the context, and pronouns that are gender specific refer to either gender. The Section captions in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms of this Agreement.
- 9.16 Third-Party Beneficiaries. There are no other third-party beneficiaries under this Agreement.
- 9.17 Severability. In the event one or more of the terms of this Agreement are adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included, or may reform such terms to the limited extent necessary to make them valid, legal or enforceable, consistent with the economic and legal incentives underlying the Agreement.
- 9.18 Changes to the Services. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Keen regarding future functionality or features. You acknowledge that Keen may modify or suspend any of its Services offerings at any time. If a modification or suspension materially and adversely affects your use of the Services, you may terminate the Agreement by giving written notice of the change no later than 30 days following the date of the change and receive a refund of any prepaid fees as your sole and exclusive remedy.
- 9.19 General Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
- 9.20 Representation by Individual Submitting the Order. If the individual submitting the Order represents that: (i) if the individual submits the Order on his or her own behalf (including as a sole proprietor), the individual is old enough to enter into contracts and otherwise has the legal capacity to enter into contracts under applicable law; or (ii) if the individual submits the Order on behalf of a company or other legal entity, the individual has the legal power and authority to bind that entity to the Order and these Service Terms.
- 9.21 Changes to Online Service Terms. Keen may amend these Services Terms at any time in its sole discretion. Any amendment will become effective as to your Order on the first renewal of the Order that follows the publication of the amendment by at least thirty days. If the amendment materially and adversely impacts your use of the Services, you may terminate the Agreement by giving written notice no later than thirty (30) days following the date the amendment is published and receive a refund of prepaid fees as your sole and exclusive remedy.
- 9.22 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between you and Keen regarding your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Service Terms or an Order will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any preprinted term or condition stated in any business form is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order, (2) these Services Terms, and (3) the Documentation. Your use of the Services, both during any free use period and your Order Term, is subject to all of the terms, conditions, and restrictions stated in your Order and these Service Terms, and any restrictions stated on a page on the Site that is part of your Order.
10. DEFINITIONS. These terms have the meanings stated:
- 10.1 Documentation means Keen’s user and administration guides, FAQ’s, Whitepapers and other materials designed to explain the use of the Services, but not including any marketing materials or publicity.
- 10.2 Order means an order form prepared by Keen that you have submitted and that Keen has accepted that describes the Keen Plan you selected, either as a paying customer or on a free-trial basis, and the related fees and term.
- 10.3 Personal Data means information that can be used to identify an individual.
- 10.4 Plan means a Keen bundle of Services included as part of a single offering described on the Keen Site.
- 10.5 Services means Keen’s recurring billing services, communications tools, dashboard, portals, reporting tools, API’s, and all related services and Support.
- 10.6 Site means https://keen.io/ or any other website operated by Keen for the purpose of offering or providing Services, including any subdomains.
- 10.7 Support means the use of the Documentation, and any live human support that is included with the Plan that you Purchase.
- 10.8 Term means the initial term and any renewal terms, collectively. Keen is a registered trademark of Keen.io, LLC