Terms and Conditions
1. Acceptance of Terms
1. This document is an agreement which you must accept in order to use the KeyReply service. It describes both your rights and your obligations as part of using the service. It is important that you read it carefully because you will be legally bound to these terms. KeyReply Pte Ltd (“KeyReply” “we” “us”) only provides its KeyReply Service (as defined below) to you subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you agree to be bound by this TOS. If you are entering into this TOS on behalf of a company or business, you represent that you have the authority to bind such entity, its end users and its affiliates to this TOS. In that case, the terms “you” or “your” shall refer to such entity, its end users (including administrators) and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that this TOS is a contract between you and KeyReply, even though it is electronic and is not physically signed by you and KeyReply, and it governs your use of the Service.
2. As our business evolves, KeyReply may need to change this TOS from time to time. If we do so, we will provide our business customers reasonable prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using the Services.
3. As part of the registration process, you will identify an administrative user name (in the form of an email address) and password for your account. You may use these credentials to create standard users (each with their own password) up to the maximum number permitted for your account. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. End users should be aware that your company’s administrator may have certain rights to access your account and related information in connection with the Services and to set your company’s policies regarding your use of various aspects of the Services. Please refer to your company administrator if you have questions regarding such matter.
2. Description of Service.
The “Service(s)” include (a) KeyReply real-time information search, creation, communication, messaging and archiving services and related systems and technologies, as well as the website http://www.keyreply.com, and our related mobile applications, and (b) all software (including the Software, as defined below), applications, data, reports, text, images, and other content made available through any of the foregoing. Any new features added to or augmenting the Service are also subject to this TOS. KeyReply reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to KeyReply.
3. Representations and Warranties.
You represent and warrant to KeyReply that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow KeyReply to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Your Data and other activities in connection with the Service, and KeyReply’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
You have the right to terminate your account at any time according to the contract terms. We also reserve the right to terminate your account (or the access privileges of any end user) and this TOS at any time for any reason, or no reason, with or without notice. Upon termination of your account, we will have no obligation to maintain or provide Your Data, and will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited. However, all accrued rights to payment and the terms of Section 5-11 shall survive termination of this TOS.
You shall defend, indemnify, and hold harmless KeyReply from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Data, or your (and your end users’) use or misuse of the Service. KeyReply shall provide notice to you of any such claim, suit or demand. KeyReply reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting KeyReply’s defense of such matter.
To the extent any portion of the Service is made available for a fee, you will be required to select a payment plan and provide KeyReply accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay KeyReply the amount that is specified in the applicable payment plan in accordance with the terms set forth in the Service and this TOS, and you authorize KeyReply to bill your payment instrument in advance on a periodic basis in accordance with such terms. If you dispute any charges you must let KeyReply know within thirty (30) days after the date that KeyReply invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we do change prices, we will provide notice of the change on the Site or in email to you, at our option, at least 30 days before the change is to take effect regarding your use of the Service. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. KeyReply may choose to bill through an invoice, in which case, full payment for invoices issued must be received by the specified date or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services.
7. Limitation of Liability.
1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL KeyReply BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S. dollars, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
2. Some regions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE REGIONS, KeyReply’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind KeyReply in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. You may not assign this TOS without the prior written consent of KeyReply, but KeyReply may assign or transfer this TOS, in whole or in part, without restriction. Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This TOS shall be governed by the laws of the Republic of Singapore without regard to the principles of conflicts of law. Unless otherwise elected by KeyReply in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of the Republic of Singapore for the purpose of resolving any dispute relating to your access to or use of the Service.
9. Disclaimer of Warranties.
1. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but KeyReply shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that the operation of the Service may be unencrypted if you chose to use unencrypted gateways to connect to the service and involve (a) transmissions over various networks, and (b) transmission to KeyReply’s third party vendors and hosting partners to provide the necessary technology and services to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. KeyReply will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
2. THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND KEYREPLY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT KEYREPLY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM KEYREPLY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
10. Your Data Rights and Related Responsibilities.
1. “Your Data” means any data and content stored or transmitted via the Services by or on behalf of you or your end users (which may include data you elect to import from third party services you use). This includes information you find, drafts you make, messages you send, files you upload, comments, profile information and anything else you enter or upload into KeyReply. KeyReply will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security.
2. In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you and your teammates, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Meteor, Amazon Web Services) in the operation and administration of the service and the rights granted to us are extended to these third parties to the degree necessary in order for the service to be provided. These rights and permissions are not permanent: they terminate whenever you remove all or part of Your Data from The Service. We claim no ownership over Your Data.
3. If you or your end users send us any feedback or suggestions regarding the Service, you grant KeyReply an unlimited, irrevocable, free license to use any such feedback or suggestions for any purpose without any obligation to you or your end users.
4. Nothing herein shall limit our right to collect, use and analyze data and other information relating to the use and performance of the Services and related technologies and to disclose it in aggregate or de-identified forms in connection with our business. That means, for example, that we can tally the work hours, canvases created, searches made, number of people on your team connected to the service on a given day, or the number of messages sent during a period of time, or any one of a near-infinite number of other measures or analyses and share that as we see fit.
5. You are solely responsible for your, your administrators’ and your end users’ conduct, the content of Your Data, and all communications with others while using the Services. We may choose to review public content for compliance with our policies and guidelines, but you acknowledge that KeyReply has no obligation to monitor any information on the Services. However, you further agree that KeyReply may remove or disable any public content at any time for any reason or for no reason at all. For example, if you upload files which do not belong to you and make these files available publicly, we can delete those files. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and your end users may be able to access using the Services. The Services provide features that allow you and your end users to share Your Data and other materials with others or to make it public. Please consider carefully what you allow to be shared or made public.
11. Access and Use of the Service.
1. You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by KeyReply in its sole discretion). For example, you shall not (and, as a business customer, shall ensure that your end users and administrators do not) (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful, improper or unauthorized manner (including without limitation in violation of any data, privacy or export control laws), in any manner that is obscene, harassing, offensive, fraudulent, misleading or the like, or in any manner that interferes with or disrupts the integrity or performance of the Service or its components; (c) infringe, misappropriate or violate the intellectual property or other rights of any third party; or (d) modify, adapt or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies, storage limitations, or other notices KeyReply provides you or publishes in connection with the Service from time to time, and you shall promptly notify KeyReply if you learn of a security breach related to the Service.
2. Any software that may be made available by KeyReply in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, KeyReply only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the Service and in accordance with our policies. Any rights not expressly granted herein are reserved.
3. KeyReply reserves the right to use your Company name as a reference for marketing or promotional purposes on KeyReply Technologies’s website and in other communication with existing or potential KeyReply customers. For example, we might list your company on one of our webpages under lists of KeyReply customers. If you would not like to be listed, so you may send an email to email@example.com, stating that you do not wish to be used as a reference.