Effective date: September 13, 2019
This End User License Agreement (this “Agreement”) is a legally binding agreement between the purchaser and/or end user (“You”), and Infusion Software, Inc. d/b/a Keap, a Delaware corporation. By clicking “install” or “purchase” to download the Keap, Infusionsoft, or other mobile applications made available by Keap (“Software”), or by Your use of the Software on Your mobile device, You acknowledge that You have read, understood and agree to the terms and conditions of this Agreement with Keap. If You are unwilling to accept the terms and conditions of this Agreement, You may not use the Software. Your use of the Software is also subject to Keap's separate Acceptable Use Policy, Terms of Service, and other supplemental terms that may be applicable to the Keap subscription service You use, including specifically the provisions relating to permission-based marketing.
1. License. Keap hereby grants You a non-exclusive, non-transferable license, subject to the terms of this Agreement, to use the Software (in machine readable code only) and any related documentation that accompanies the Software, solely in connection with permitted cellular or wireless devices and solely for the purpose of sending data processed by the Software to Your separate Keap subscription account. Unless earlier terminated pursuant to Section 8 below, this license is granted for the term of Your subscription to the relevant Keap service. Any services that Keap may provide that are ancillary to the Software may be modified or terminated pursuant to separate licenses or other terms of use that pertain to such services. Keap retains all right, title, and interest in and to the Software and the intellectual property rights contained therein and within the Documentation.
This Agreement provides for the use of the Software by You and, if You are a business, Your authorized employees who are also authorized to access and use Your Keap account.
This Agreement is current as of the date set forth above. We reserve the right to update the Agreement from time to time consistent with applicable laws and principles. Any changes will be effective as of the date we publish the revised version at https://keap.com/legal, or as otherwise specified in the Agreement. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT THIS AGREEMENT, YOU MUST NOT USE THE SOFTWARE.
2. Restrictions. This Agreement allows You to exercise the rights granted herein. No other rights are granted. You may not use the Software for anything other than the processing of images of business cards or similar contact information captured by Your device's camera and transmission of such data to your Keap account and, except as expressly provided hereunder, You may not rent, assign, lease, copy, share, resell or otherwise transfer any part of the Software or the Documentation to a third party. The Software contains Keap's copyrighted material, confidential information, trade secrets, and other proprietary material. When and if applicable, You must reproduce the Keap copyright notice and any other proprietary notices found on the original Software on all permitted copies of the Software. You shall not remove any notices, warnings or disclaimers from the Software. You shall not, without the prior written permission from Keap in each instance, nor permit anyone else, to decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form, or to rent, lease, modify, network, distribute, loan, or create derivative works based upon the Software or the Documentation in whole or in part.
Any and all information obtained during any lawful or unlawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of the Software, shall be deemed to be confidential and proprietary information of Keap. Except to the extent permitted by applicable law, You agree not to make copies of the Documentation without prior written permission of Keap. You may not redistribute copies of the Documentation without the prior written permission of Keap.
Keap may, but is not obligated to, provide You with enhancements or updates to the Software or the Documentation. Keap may furnish the Software and any on-line help files to You electronically.
3. Limited Warranty for the Software. The following limited warranty extends only to You as the original licensee and is effective for a period of ninety (90) days from the date of delivery (the “Limited Warranty Period”) as evidenced by a copy of the confirmation of purchase and download. Keap warrants that, during the Limited Warranty Period, that the Software in the form delivered by Keap will perform in all material respects in accordance with the Documentation. You must report all defects with a proof of purchase within such period to be eligible for warranty service. There is no warranty after the expiration of the Limited Warranty Period. In the event the Software breaches this warranty, Keap will within 30 days of receipt of Your warranty notice, at its sole option and cost, either correct the deficiencies, replace the Software, or refund the fee paid by You for the Software. THE FOREGOING STATES KEAP'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR KEAP'S BREACH OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, KEAP DISCLAIMS ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS, TITLE AND NON-INFRINGEMENT. KEAP DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR BUGS.
4. Limitation of Liability. EXCEPT FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, SHALL KEAP OR ITS SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA OR INFORMATION, BUSINESS INTERRUPTION AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, EVEN IF KEAP OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS in no event shall Keap's total liability to You for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount actually paid by You for the Software.
5. Assignment. This Agreement may not be assigned, sublicensed or otherwise transferred by You without Keap's prior written consent.
6. U.S. Government Restricted Rights. The Software and the Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the US Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Infusion Software, Inc.
7. Export Controls. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was purchased. In particular, but without limitation, the Software may not be exported or re-exported (a) into any US embargoed countries or (b) to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Department of Commerce Denied Person's List or Entity List. By using the Software, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Software and/or Documentation for any purposes prohibited by applicable law.
8. Termination. This Agreement may be terminated immediately by either party in the event of a breach of a material term by the other party that is not cured within thirty (30) days of written notice of the default. If this Agreement is terminated, You and any permitted users will immediately discontinue use of the Software and promptly delete all copies of the Software and Documentation from all devices and systems within Your possession or control. You may also terminate this Agreement at any time by destroying all such copies of the Software and the Documentation. The provisions of Sections 3, 4 and 6, as well as Licensee's obligations to pay the agreed upon charges and fees for the Software, shall survive the termination of this Agreement.
9. General. The person accepting this Agreement on Your behalf hereby acknowledges that he/she is authorized to do so and has read and understands it. This Agreement represents the only statement of the terms relative to this Agreement between the parties and supersedes any previous agreements or representations. To the extent that it pertains to the Software, this Agreement may only be amended in writing, and must be executed by both parties. KEAP IS NOT BOUND BY ANY PROVISION OF YOUR PURCHASE ORDER OR ORDER FORM, UNLESS KEAP SPECIFICALLY AGREES TO SUCH PROVISION IN WRITING. If any section of this Agreement is held to be unenforceable for any reason, the section shall be reformed only to the extent necessary to make it enforceable. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement. The section titles in the Agreement are for convenience only and have no legal or contractual effect.
10. Governing Law. This Agreement shall be governed by the laws of the United States and the State of Arizona, without regard for its conflicts of laws rules. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.