Welcome to Solution Launchpad!
These Terms of Service ("Terms") govern your access to and use of Keap Solution Launchpad ("Solution Launchpad"), a feature of the Keap software platform. By accessing or using Solution Launchpad, you agree to be bound by the Terms below. If there is a conflict between these Terms and other agreements with Keap, this Agreement will control as to your use of Solution Launchpad. Under the Terms “Keap” means Infusion Software, Inc., 1260 S. Spectrum Blvd, Chandler AZ 85286.
1. Eligibility and Acceptance:
You may not use Solution Launchpad if you are not in good standing under your Partner Agreement including any ancillary agreements such as addendums or program guides, or are not in compliance with the Keap Terms of Service (including but not limited to our Acceptable Use Policy) for your Keap application. If you are using Solution Launchpad on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Agreement.
2. Disclaimer of Warranty and Liability:
TO THE EXTENT PERMITTED BY LAW, KEAP EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING SOLUTION LAUNCHPAD, INCLUDING ANY WARRANTIES OF RELIABILITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Limitation of Liability: TO THE EXTENT PERMITTED BY LAW, KEAP WILL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES AND THE TOTAL LIABILITY OF KEAP FOR ANY CLAIM UNDER THESE TERMS INCLUDING IMPLIED WARRANTIES IS LIMITED TO ONE HUNDRED DOLLARS. IN ALL CASES, KEAP WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. You use Solution Launchpad at your own risk.
3. Your Representations and Warranties:
You represent and warrant that:
- You will comply with all applicable laws, regulations and other agreements or terms of service with Keap and have all the rights, licenses and consents necessary for your performance of obligations under these Terms.
- You will not use Solution Launchpad in violation of Keap’s Terms of Service including but not limited to Keap’s Acceptable Use Policy.
- You will not misrepresent yourself, your company, or your products and services in any way while using Solution Launchpad.
- All content you share through Solution Launchpad is accurate, complete, and does not infringe on the intellectual property rights of any third party.
- You will only access a customer’s Keap application to the extent necessary to implement your products and service and you must first be added by the application owner as an authorized user of the application.
- You will cooperate with Keap in regard to any inquiry, dispute or controversy in which Keap may become involved and of which you may have alleged involvement or knowledge. Such cooperation shall include disclosure of relevant documents and financial information, and interviews of your personnel.
4. Indemnification:
You shall defend, indemnify, and hold Keap harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Keap by a third party arising out or any data, materials, products or services provided by you, your use of the Solution Launchpad, your collection, use or disclosure of personal information.
5. License:
You grant Keap a non-exclusive, worldwide, royalty-free right to display your company name, logo and all information you upload in Solution Launchpad.
6. Content Ownership:
You are solely responsible for the content you share through Solution Launchpad. You represent and warrant that you own all intellectual property rights in and to such content or have obtained all necessary permissions and licenses to share it. You agree not to share any content that you do not have the legal right to share, including content that infringes on the intellectual property rights of any third party. You agree that Keap is not liable for intellectual property infringement by other Keap partners. You understand that Keap is not liable for activities performed on your behalf by users who have access to your application. If you provide feedback or suggestions about Solution Launchpad then Keap can use such information without obligation to you.
7. Compliance with Keap's Values:
You agree to comply with Keap's core values. You agree to use Solution Launchpad in a manner that is consistent with these values.
8. Future Pricing:
Keap reserves the right, in its sole discretion, to implement fees or charges for access to and use of Solution Launchpad or any similar marketplace in the future.
9. Primary Application Ownership:
The owner of the primary application you integrate with Keap through Solution Launchpad will be considered to be granted a right to use the integrated content limited only by agreement between you and the application owner. You acknowledge and agree to this grant of rights.
10. Termination & deletion:
Keap reserves the right, in its sole discretion, to terminate your access to and use of Solution Launchpad at any time, with or without notice and without liability or any other obligation to you. Such termination may result in the removal and deletion of any content you have shared through Solution Launchpad. Likewise, Keap reserves the right, in its sole discretion, to delete or remove content from Solution Launchpad or Keap applications, which it determines to be potentially harmful to Keap or its customers. You may stop using Solution Launchpad at any time with or without notice to Keap. If you want to terminate these Terms you must provide Keap with prior written notice and cease your use of Solution Launchpad. When these Terms are ended those terms that by their nature are intended to continue indefinitely will continue to apply.
11. Support:
You agree to provide support for any installations of your products, services or content through Solution Launchpad. This includes providing technical support to users who encounter issues with your Solution Marketplace offerings and addressing any questions or concerns they may have.
12. Best Practices:
You agree to use best practices when creating and sharing content through Solution Launchpad. This includes, but is not limited to, ensuring that your content is well-documented, secure, and compatible with Keap's platform. Keap reserves the right to remove any content from its systems that it deems incompatible with this policy or its Acceptable Use Policy. Specifically, when you access a customer’s information, content or application, you must be added to the customer’s application as a user and you may not use that content other than as instructed by the customer, and you may not disclose or expose that content to third parties without the explicit opt-in consent from that customer.
13. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, United States of America, without regard to its conflict of laws principles.
14. Entire Agreement:
This Agreement constitutes the entire agreement between you and Keap with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
15. Amendment:
Keap reserves the right to amend this Agreement at any time by posting the revised terms on the Keap website. You are responsible for checking the website periodically for updates. Your continued use of Solution Launchpad following the posting of any revised terms constitutes your acceptance of such revised terms.
16. Severability:
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
17. Waiver:
No waiver by Keap of any breach of this Agreement shall be deemed a waiver of any subsequent breach.
18. Assignment:
You may not assign your rights or obligations under this Agreement without the prior written consent of Keap. Keap may assign its rights and obligations under this Agreement to any third party at its sole discretion.
19. Notices:
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent.
20. Your Terms of Service and Privacy Policy:
You must comply with all applicable laws and regulations including those applying to the access, use, storage and sharing of personal data. You are solely responsible for providing and maintaining your own terms of service for your products and services offered through Solution Launchpad and you must publish a privacy policy that fully discloses how you collect, use and disclose the personal data of your customers in a prominent location so that users can find it easily. Your use of customer data must be limited to the practices explicitly disclosed in your privacy policy. Your terms of service and privacy policy must be made available upon request by a customer or by Keap. You agree to indemnify and hold harmless Keap from any and all claims, losses, damages, and liabilities arising out of or related to your failure to comply with this obligation.
21. Security:
You will use commercially reasonable efforts to protect user information collected by you, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.