Terms of Service

1. The Agreement and Order of Precedence

The agreement between you and KeyPriv consists of these Terms, every order form, quote, statement of work or online checkout that references them (each an "Order Form"), our Privacy Policy, and any policy or supplemental terms incorporated by reference (together, the "Agreement").

If there is a conflict, the following order of precedence applies: (a) an Order Form signed by an authorized officer of KeyPriv, but only for the specific Services and only for the provisions that it expressly states override these Terms; (b) these Terms; (c) incorporated policies and documentation. Pre-printed, standard or additional terms on any purchase order, vendor registration form, portal or other document you issue are rejected, have no effect, and do not modify the Agreement, even if KeyPriv accepts or acknowledges that document or fulfils the order.

2. Definitions

In these Terms, the following capitalized words have the meanings below:

• "Services" means the KeyPriv and DarkOnion websites, web applications, dashboards, application programming interfaces ("APIs"), software development kits, browser extensions, agents, connectors, feeds, alerts, reports, analyst services, takedown and remediation services, AI assistants, and any other product or service that KeyPriv makes available, including all updates, modifications and documentation.
• "Intelligence Content" means all threat intelligence and other information made available through the Services, including indicators of compromise, vulnerability data, threat actor profiles, dark web, deep web, paste-site, forum, marketplace, messaging-channel and social-media material, leaked or exposed credentials and records, brand-abuse and impersonation findings, risk scores, graphs, enrichment, analyses, reports, summaries and alerts, whether generated by KeyPriv, its licensors, third parties or automated systems.
• "Customer Data" means data that you or your Users submit to the Services, such as asset lists, domains, IP ranges, keywords, executive and employee identifiers, configuration settings and uploaded files, excluding Intelligence Content and Usage Data.
• "Usage Data" means technical, telemetry, log, performance and usage information that the Services generate or collect about how the Services are accessed and used.
• "Output" means any content, answer, summary, classification, recommendation or other material produced by AI or automated features of the Services in response to your inputs.
• "Users" means your employees and individual contractors that you authorize to use the Services under your account, within the limits of your subscription.
• "Monitored Assets" means the domains, IP addresses, networks, applications, brands, trademarks, social-media accounts, persons, credentials and other assets or identifiers that you instruct the Services to monitor, search for, investigate or act on.
• "Subscription Term" means the period stated in the applicable Order Form, including any renewal.

3. Eligibility and Business Use Only

The Services are provided solely for professional, business and lawful security purposes. They are not offered to consumers. You represent and warrant that: (a) you are at least 18 years old and capable of forming a binding contract; (b) you are using the Services in the course of a trade, business or profession, or for a government body; (c) you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions; (d) you are not identified on, or owned or controlled by any person identified on, any U.S. or other applicable restricted-party list; and (e) your use of the Services does not violate any law, regulation, or obligation you owe to a third party.

KeyPriv may refuse, condition or discontinue service to any person or entity at any time, for any reason or no reason, including where KeyPriv determines in its sole discretion that a prospective or existing customer presents legal, reputational, security or commercial risk.

4. Accounts, Credentials and Users

You must provide accurate, current and complete registration information and keep it updated. You are solely responsible for maintaining the confidentiality and security of all account credentials, API keys, tokens and multi-factor authentication devices, and for all activities that occur under your account, whether or not authorized by you.

Each User login is personal to one named individual and may not be shared. You are responsible for every act and omission of your Users and of anyone who gains access to the Services through your account, and any breach of these Terms by them is treated as a breach by you.

You must notify KeyPriv immediately at the address in Section 34 if you become aware of any unauthorized access to or use of your account or the Services. KeyPriv is not liable for any loss or damage arising from your failure to protect your credentials or to comply with this Section.

5. Subscriptions, Trials and Beta Features

Access to the Services is provided on a subscription basis for the Subscription Term and within the usage limits (such as Users, Monitored Assets, queries, API calls, seats, modules or data volume) stated in your Order Form or plan. Usage beyond those limits may be suspended, throttled or invoiced at KeyPriv's then-current rates.

KeyPriv may offer free trials, pilots, proofs of concept, free tiers or preview, beta, experimental or early-access features (together, "Trial and Beta Services"). Trial and Beta Services are provided "AS IS", without any warranty, support, service-level commitment or indemnity of any kind, may contain errors, may be modified, limited or withdrawn at any time without notice, and KeyPriv's total liability for them is zero dollars (US $0). Data in a trial account may be permanently deleted at the end of the trial.

Unless an Order Form states otherwise, each subscription renews automatically for successive periods equal to the initial Subscription Term (or twelve months, if longer) unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

6. License Grant and Restrictions

Subject to your full and continuing compliance with the Agreement and timely payment of all fees, KeyPriv grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services, and to use Intelligence Content, solely for your internal security operations and threat-protection purposes.

You must not, and must not permit anyone to:

• copy, frame, mirror, modify, translate, or create derivative works of the Services or Intelligence Content, except for limited excerpts used internally in your own security reports;
• sell, resell, rent, lease, sublicense, distribute, publish, disclose, syndicate, time-share or otherwise make the Services or any Intelligence Content available to any third party, or use them to provide services to third parties (including as a managed security service provider, consultant or reseller) without a separate written agreement signed by KeyPriv;
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, models, weights, algorithms, data sources, collection methods or underlying structure of the Services;
• scrape, crawl, bulk download, harvest or systematically extract data from the Services by automated or manual means, other than through the APIs within the documented limits;
• use the Services or Intelligence Content to build, train, fine-tune, benchmark or improve a competing product, dataset, feed or machine-learning model, or to compile a database that substitutes for the Services;
• access the Services to monitor their availability, performance or functionality for competitive purposes, or publish benchmark or comparison results without KeyPriv's prior written consent;
• circumvent, disable or interfere with any security, authentication, usage limit, watermark, access control or licence-enforcement feature;
• remove, obscure or alter any proprietary, confidentiality or attribution notice;
• introduce malware, or probe, scan, load-test or penetration-test the Services or KeyPriv's infrastructure without KeyPriv's prior written authorization;
• use the Services in violation of these Terms, the Acceptable Use rules in Section 7, or any applicable law.

All rights not expressly granted to you are reserved by KeyPriv and its licensors. No implied licence or right is granted by estoppel, conduct or otherwise.

7. Acceptable Use and Prohibited Conduct

The Services provide visibility into criminal and hostile activity so that organizations can defend themselves. You agree to use the Services only for defensive, investigative and protective purposes that are lawful in every applicable jurisdiction. Without limitation, you must not use the Services or any Intelligence Content to:

• access, log in to, test, validate or otherwise use any exposed, leaked or compromised credential, session token, cookie, key or account that does not belong to you or that you are not expressly authorized to use, including to "check" whether it still works;
• gain or attempt to gain unauthorized access to any system, network, device, account or data, or engage in any offensive, retaliatory or "hack-back" activity;
• purchase, sell, trade or otherwise transact in stolen data, credentials, malware, exploits, access or other illicit goods or services, or interact with threat actors in a way that funds, encourages or facilitates crime, unless that activity is lawful, authorized by you in writing, and conducted under your sole responsibility;
• stalk, harass, dox, threaten, intimidate, blackmail, discriminate against, or surveil any individual, or to make decisions about any individual's eligibility for employment, credit, insurance, housing or similar purposes (the Services are not a "consumer report" and must not be used as one);
• monitor, investigate or act on assets, brands or persons that you do not own, control or have documented legal authority to protect;
• develop, distribute or deploy malware, phishing campaigns, spam, disinformation or fraud;
• violate any privacy, data protection, computer misuse, wiretapping, anti-hacking, export, sanctions, anti-corruption, consumer protection, or intellectual property law;
• infringe, misappropriate or violate the rights of KeyPriv or any third party;
• interfere with, disrupt, or place an unreasonable load on the Services or on any other customer's use of the Services.

KeyPriv may investigate suspected violations and may cooperate with law enforcement, regulators, courts and affected third parties, including by disclosing account information and Customer Data, when KeyPriv believes in good faith that doing so is required by law or appropriate to protect KeyPriv, its customers or the public. A violation of this Section is a material breach that allows KeyPriv to suspend or terminate the Services immediately, without refund.

8. Nature of Intelligence Content

You acknowledge and agree that Intelligence Content is collected and derived from a very large number of open, technical, commercial, closed and underground sources, many of which are operated by unknown, anonymous, unreliable or criminal parties, and that KeyPriv does not create, control, endorse or verify the underlying source material. As a result:

• Intelligence Content may be incomplete, inaccurate, outdated, mislabelled, duplicated, fabricated by threat actors, offensive, or unlawful in some jurisdictions, and may include personal data, explicit material or content that infringes third-party rights;
• risk scores, severities, confidence levels, attributions, classifications and other assessments are probabilistic opinions based on available information and methodology at a point in time, not statements of fact;
• the absence of an alert, finding or exposure does not mean that no threat, breach or exposure exists, and KeyPriv does not guarantee that the Services will detect any particular threat, leak, actor, vulnerability or incident;
• Intelligence Content is provided for information purposes only and does not constitute legal, regulatory, insurance, investment, financial or other professional advice;
• you are solely responsible for independently verifying Intelligence Content and for every decision, action, response, disclosure, notification or omission you make or take based on it.

KeyPriv has no obligation to monitor any particular source, to retain historical data for any period, to continue collecting from any source, or to notify you of any specific threat, except as expressly stated in an Order Form. KeyPriv may add, change, suspend or remove sources, collection methods, features and data at any time.

Where Intelligence Content contains personal data or confidential information of third parties (for example, leaked credentials of your employees), you must handle it securely, use it only to protect the affected persons and your organization, limit access to Users with a need to know, and comply with all laws that apply to it.

9. Your Authority Over Monitored Assets

You represent, warrant and covenant that, for every Monitored Asset and every instruction you give the Services: (a) you own or control it, or have all rights, consents, authorizations and legal bases necessary for KeyPriv to monitor it, search for it, collect data about it, and take any action you request in relation to it; (b) you have provided all notices to and obtained all consents from employees, executives, customers and other individuals that applicable law requires; and (c) KeyPriv's performance of the Services in accordance with your instructions will not violate any law or any third party's rights.

KeyPriv acts on your instructions and is entitled to rely on them without inquiry. You are solely responsible for the selection of Monitored Assets and for the legality of the monitoring, and you will indemnify KeyPriv under Section 25 for any claim arising from them.

10. Takedown, Remediation and Analyst Services

Where the Services include takedown, brand-protection, domain, social-media, app-store or content-removal requests, you authorize KeyPriv and its subcontractors to act as your agent and to submit notices, complaints and requests in your name, including under the Digital Millennium Copyright Act, trademark law and platform policies. You represent that the rights you assert are valid and that every request is made in good faith.

Removal, suspension and disruption decisions are made by independent third parties such as registrars, hosting providers, platforms and law enforcement. KeyPriv does not guarantee that any content, domain, account or actor will be removed or disrupted, or the time it will take, and fees are not contingent on success. Analyst, investigation and incident-response assistance is advisory only; you retain sole responsibility for your security programme, incident response, legal obligations and regulatory notifications.

11. Customer Data and Usage Data

As between the parties, you retain ownership of your Customer Data. You grant KeyPriv and its affiliates and subprocessors a worldwide, non-exclusive, royalty-free, fully paid licence to host, copy, transmit, process, analyse, display and otherwise use Customer Data to provide, maintain, secure, support and improve the Services, to prevent fraud and abuse, and to comply with law.

You are solely responsible for the accuracy, quality, legality and appropriateness of Customer Data and for the means by which you acquired it. You must not submit to the Services any data that you do not have the right to share, or any protected health information, payment card data, government identification numbers or special categories of personal data, unless an Order Form expressly permits it.

KeyPriv owns all Usage Data and all data, indicators, insights, statistics and observations that KeyPriv derives from the Services, from Customer Data, or from your use of the Services, provided that it is aggregated or de-identified so that it does not identify you or any individual ("Derived Data"). KeyPriv may use Usage Data and Derived Data for any lawful purpose, during and after the term of the Agreement, including to enhance its threat intelligence, to protect other customers, to train and improve its models and products, and for research and benchmarking. Threat indicators observed through your use of the Services (such as malicious domains, IP addresses, hashes or actor identifiers) are not Customer Data and may be added to KeyPriv's intelligence for the benefit of all customers, without attribution to you.

KeyPriv may retain Customer Data in backups, archives and logs in accordance with its retention practices and may delete Customer Data thirty (30) days after the Agreement ends. It is your responsibility to export any Customer Data you wish to keep before that date.

12. Privacy and Data Protection

KeyPriv's collection and use of personal data in connection with its website and account administration is described in its Privacy Policy. Where KeyPriv processes personal data on your behalf as a processor or service provider, KeyPriv will process it in accordance with your documented instructions as set out in the Agreement, and the parties will enter into a data processing addendum on KeyPriv's standard form on your written request.

You are the controller (or business) responsible for determining the lawful basis for processing personal data contained in Customer Data and in the Intelligence Content you choose to collect, store, or act on, and you agree that KeyPriv's collection of publicly or illicitly exposed information for security purposes is conducted for the legitimate interest of preventing fraud, crime and security incidents.

You consent to KeyPriv and its subprocessors transferring and processing data in the United States and in any other country where they operate.

13. AI Features and Output

Certain features of the Services use machine learning and generative artificial intelligence, which may be provided by KeyPriv or by third-party model providers. You acknowledge that Output is generated automatically, may be inaccurate, incomplete, biased, outdated or fabricated ("hallucinated"), may be similar or identical to output given to others, and must not be relied on without independent human review.

You are solely responsible for your inputs and for any use of Output, including ensuring that it is appropriate for your purposes and complies with law. You must not represent Output as human-generated where that would be misleading, and you must not use AI features to make automated decisions with legal or similarly significant effects on individuals.

Subject to these Terms, you may use Output for your internal purposes. KeyPriv retains all rights in its models, prompts, systems and the Services, and may use inputs, Output and feedback in de-identified form to operate, secure and improve its AI features.

14. Third-Party Services and Integrations

The Services may interoperate with or link to third-party products, platforms, data sources, SIEM, SOAR, ticketing, identity and cloud services ("Third-Party Services"). Third-Party Services are not part of the Services, are governed solely by the terms between you and their providers, and KeyPriv does not warrant, support or assume any responsibility for them. By enabling an integration you authorize KeyPriv to exchange data with that Third-Party Service as needed for the integration, and KeyPriv is not responsible for any disclosure, modification, deletion or loss of data caused by it.

KeyPriv may stop supporting any integration at any time if the third party changes its terms, interfaces or availability.

15. Fees, Payment and Taxes

You will pay all fees stated in each Order Form or plan. Unless an Order Form states otherwise, fees are invoiced annually in advance, are due within thirty (30) days of the invoice date, and are payable in U.S. dollars. Where you pay by card or other online payment method, you authorize KeyPriv and its payment processors to charge all fees, renewals and overages to that method automatically.

All payment obligations are non-cancellable, and all fees paid are non-refundable, including for partial periods, unused Users, unused credits, downgrades and early termination, except as expressly stated in Section 21 or required by law. Subscriptions may not be reduced during a Subscription Term.

Late amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and you will reimburse KeyPriv for all reasonable costs of collection, including attorneys' fees. If any amount is more than ten (10) days overdue, KeyPriv may suspend the Services without liability until it is paid in full.

KeyPriv may increase fees for any renewal term by giving notice before the renewal date. Fees exclude all sales, use, value-added, withholding and similar taxes, duties and levies, which you will pay (other than taxes on KeyPriv's net income). If you are required to withhold any tax, you will gross up your payment so that KeyPriv receives the full amount invoiced.

You must raise any good-faith dispute about an invoice in writing within fifteen (15) days of the invoice date, or you waive it. You may not set off any amount against fees owed.

16. Intellectual Property and Feedback

The Services, the Intelligence Content, Output templates, documentation, and all software, models, algorithms, databases, methods, designs, text, graphics, logos and other materials provided by KeyPriv, together with all modifications, enhancements and derivative works and all intellectual property rights in them, are and will remain the exclusive property of KeyPriv and its licensors. "KeyPriv", "KeyPriv Solutions", "DarkOnion" and related names and logos are trademarks of KeyPriv and may not be used without its prior written permission.

If you or your Users provide suggestions, ideas, enhancement requests, bug reports or other feedback ("Feedback"), you assign to KeyPriv all right, title and interest in it, and KeyPriv may use and exploit it without restriction or obligation of any kind. Feedback is not your Confidential Information.

17. Confidentiality

"Confidential Information" means non-public information that one party discloses to the other that is designated confidential or that a reasonable person would understand to be confidential. KeyPriv's Confidential Information includes the Services, Intelligence Content, pricing, product roadmaps, security documentation and the terms of any Order Form.

The receiving party will use the disclosing party's Confidential Information only to perform or exercise its rights under the Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, advisers and affiliates who need to know it and are bound by obligations at least as protective. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party. The receiving party may disclose Confidential Information if required by law, after giving reasonable notice where legally permitted.

Your obligations under this Section survive for five (5) years after the Agreement ends, and indefinitely for trade secrets and Intelligence Content.

18. Security

KeyPriv maintains administrative, technical and physical safeguards that it considers commercially reasonable for the Services. However, no system is completely secure, and KeyPriv does not warrant that the Services, Customer Data or communications will be free from unauthorized access, loss, interception or corruption. You are responsible for securing your own systems, networks, devices and accounts, for configuring the Services appropriately, and for maintaining independent backups of Customer Data.

If KeyPriv confirms a security incident resulting in unauthorized access to your Customer Data, KeyPriv will notify you without undue delay as required by applicable law. KeyPriv's notification of, or response to, an incident is not an acknowledgement of fault or liability.

19. Support and Availability

KeyPriv will use commercially reasonable efforts to make the Services available, excluding planned maintenance, emergency maintenance, and events outside its reasonable control. Unless an Order Form includes a service-level agreement, KeyPriv makes no commitment regarding uptime, response time, latency or support resolution. Where a service-level agreement applies, the service credits it describes are your sole and exclusive remedy for any failure to meet it.

KeyPriv may modify, update, replace or discontinue any feature, module, source, API or part of the Services at any time. If KeyPriv discontinues the Services as a whole during a paid Subscription Term, your sole remedy is a pro-rata refund of prepaid fees for the discontinued portion.

20. Suspension

KeyPriv may suspend or limit access to all or part of the Services, immediately and without liability, if KeyPriv reasonably believes that: (a) you have breached the Agreement or any payment obligation; (b) your use poses a security, legal, operational or reputational risk to KeyPriv, the Services, other customers or any third party; (c) your use may subject KeyPriv to liability or regulatory scrutiny; (d) suspension is required by law, court order or a governmental authority; or (e) your account has been compromised. Suspension does not relieve you of your obligation to pay fees.

21. Term and Termination

The Agreement starts when you first accept these Terms and continues until all Subscription Terms have expired or been terminated.

KeyPriv may terminate the Agreement or any Order Form: (a) immediately on written notice if you breach Sections 6, 7, 9, 15 or 17, or any law; (b) on thirty (30) days' written notice if you materially breach any other provision and fail to cure it within that period; (c) immediately if you become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy, receivership or similar proceedings; or (d) for convenience, on thirty (30) days' written notice, in which case KeyPriv will refund prepaid fees for the unused portion of the terminated Subscription Term.

You may terminate an Order Form only if KeyPriv materially breaches the Agreement and fails to cure the breach within thirty (30) days of receiving detailed written notice of it, in which case KeyPriv will refund prepaid fees for the remaining unused portion of the terminated Subscription Term. You may not otherwise terminate an Order Form before the end of its Subscription Term.

When the Agreement or an Order Form ends: (a) all rights granted to you immediately terminate and you must stop using the Services; (b) you must pay all fees accrued or committed for the full Subscription Term, which become immediately due (except where termination is for KeyPriv's uncured breach or for KeyPriv's convenience); and (c) you must delete all Intelligence Content and KeyPriv Confidential Information in your possession, except for limited excerpts incorporated in your internal reports. Sections 2, 6 (restrictions), 7, 8, 9, 11, 15 to 18 and 21 to 34, and any other provision that by its nature should survive, survive termination or expiration.

22. Your Warranties

You represent and warrant that: (a) you have full power and authority to enter into and perform the Agreement; (b) the information you provide to KeyPriv is accurate and complete; (c) you will use the Services in compliance with the Agreement and all applicable laws; and (d) your Customer Data, Monitored Assets and instructions, and KeyPriv's use of them in accordance with the Agreement, will not infringe or violate any third party's rights or any law.

23. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INTELLIGENCE CONTENT, OUTPUT, AND ALL OTHER MATERIALS ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". KEYPRIV, ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, KEYPRIV DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) ANY INTELLIGENCE CONTENT OR OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE OR CURRENT; (C) THE SERVICES WILL DETECT, PREVENT, OR ALERT YOU TO ANY THREAT, BREACH, ATTACK, FRAUD, LEAK OR LOSS; (D) ANY TAKEDOWN OR REMEDIATION WILL SUCCEED; OR (E) ANY ERROR WILL BE CORRECTED. USE OF THE SERVICES DOES NOT GUARANTEE THE SECURITY OF YOUR ORGANIZATION, AND YOU REMAIN SOLELY RESPONSIBLE FOR YOUR CYBERSECURITY, COMPLIANCE, AND RISK MANAGEMENT PROGRAMMES.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you, in which case those warranties are limited to the shortest duration and narrowest scope permitted by law.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KEYPRIV, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR DAMAGES ARISING FROM ANY SECURITY INCIDENT, CYBERATTACK, RANSOMWARE, FRAUD, OR THREAT THAT THE SERVICES DID NOT DETECT, PREVENT OR REPORT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEYPRIV'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICES WILL NOT EXCEED THE LESSER OF (A) THE FEES ACTUALLY PAID BY YOU TO KEYPRIV FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED THOUSAND U.S. DOLLARS (US $100,000); OR, FOR FREE, TRIAL AND BETA SERVICES, ONE HUNDRED U.S. DOLLARS (US $100). THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE THIS LIMIT.

These limitations apply even if a limited remedy fails of its essential purpose, form an essential basis of the bargain between the parties, and are reflected in KeyPriv's pricing. They do not limit liability that cannot be limited under applicable law, such as liability for fraud or for gross negligence or wilful misconduct where the law does not permit it to be limited.

25. Indemnification

You will defend, indemnify and hold harmless KeyPriv, its affiliates, and its and their officers, directors, employees, agents, licensors and suppliers from and against any and all claims, demands, suits, investigations and proceedings brought by a third party or governmental authority, and all resulting losses, damages, liabilities, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys' and experts' fees), arising out of or relating to: (a) your or your Users' use or misuse of the Services, Intelligence Content or Output; (b) your Customer Data, Monitored Assets or instructions, including any takedown or enforcement request made at your direction; (c) your breach or alleged breach of the Agreement or of any representation or warranty; (d) your violation of any law or third-party right; or (e) any dispute between you and your Users, customers, employees or third parties.

KeyPriv may participate in the defence of any claim with counsel of its choosing at your expense and may assume control of the defence if you fail to diligently defend it. You must not settle any claim that imposes any obligation or admission on KeyPriv without KeyPriv's prior written consent.

26. Export Controls, Sanctions and Anti-Corruption

The Services and Intelligence Content may be subject to U.S. and other export control and economic sanctions laws. You will comply with all such laws and will not export, re-export, transfer or make the Services available, directly or indirectly, to any sanctioned country, region, government or person, or for any prohibited end use, including the development of weapons or unlawful surveillance. You will comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery laws in connection with the Agreement.

27. Binding Arbitration; Class Action and Jury Trial Waiver

PLEASE READ THIS SECTION CAREFULLY. Any dispute, claim or controversy arising out of or relating to the Agreement, the Services, or the relationship between the parties, including its formation, interpretation, breach, termination, enforceability or the arbitrability of any claim (a "Dispute"), will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single arbitrator. The seat and venue of arbitration will be Nassau County, New York, and the proceedings will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.

Before starting arbitration, the party raising a Dispute must send written notice describing it, and the parties will attempt in good faith to resolve it for thirty (30) days. Each party will bear its own attorneys' fees, except that the arbitrator will award reasonable attorneys' fees and costs to KeyPriv if KeyPriv prevails, or where the law or AAA rules require.

DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

Notwithstanding the foregoing, KeyPriv may bring an action in any court of competent jurisdiction to collect unpaid fees, or to seek injunctive or other equitable relief to protect its intellectual property, Confidential Information, or the security or integrity of the Services, and you agree that any breach of Sections 6, 7 or 17 would cause KeyPriv irreparable harm for which monetary damages would be inadequate, entitling KeyPriv to such relief without posting a bond.

Any Dispute you bring must be commenced within one (1) year after the cause of action arises, or it is permanently barred, to the extent permitted by law.

28. Governing Law and Venue

The Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Subject to Section 27, the state and federal courts located in Nassau County, New York have exclusive jurisdiction over any action, and each party irrevocably submits to their personal jurisdiction and waives any objection based on venue or inconvenient forum.

29. Government Users

The Services are "commercial items", "commercial computer software" and "commercial computer software documentation" as defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. Government users acquire only the rights set out in these Terms, consistent with FAR 12.211, FAR 12.212 and DFARS 227.7202. Any provision of these Terms that a government customer is prohibited by law from accepting applies only to the extent permitted by that law.

30. Publicity

KeyPriv may identify you as a customer, and use your name and logo, on its website, in customer lists, and in marketing materials, unless you opt out by written notice. KeyPriv may publish anonymized case studies, statistics and research derived from the Services that do not identify you.

31. Force Majeure

KeyPriv is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, governmental action, sanctions, labour disputes, failures of internet, hosting, cloud, telecommunications or power providers, cyberattacks, denial-of-service attacks, or actions of threat actors.

32. Changes to These Terms

KeyPriv may modify these Terms at any time by posting the updated version on its website or by notifying you through the Services or by email. Changes take effect on the date stated, which will be at least fifteen (15) days after posting for material changes, except that changes required by law or relating to new features take effect immediately. Your continued access to or use of the Services after the effective date constitutes your acceptance of the changes. If you do not agree, you must stop using the Services. Changes do not affect a Dispute already notified before the change.

33. General

• Assignment. You may not assign or transfer the Agreement, by operation of law or otherwise, without KeyPriv's prior written consent. KeyPriv may assign the Agreement freely, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets. Any prohibited assignment is void.
• Subcontractors. KeyPriv may use affiliates, subcontractors and subprocessors to provide the Services and remains responsible for their performance as required by the Agreement.
• Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency (except as set out in Section 10), fiduciary or employment relationship.
• Notices. KeyPriv may give notices by email to the account owner, through the Services, or by posting on its website. Notices to KeyPriv must be sent in writing to the address and email in Section 34 and are effective on receipt.
• Electronic communications. You consent to receive communications electronically and agree that electronic agreements, notices and signatures satisfy any legal requirement that they be in writing.
• Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.
• Waiver. No failure or delay by KeyPriv in exercising any right is a waiver of that right. A waiver is effective only if in writing and signed by KeyPriv.
• Entire agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings. You have not relied on any statement not set out in the Agreement.
• Interpretation. Headings are for convenience only. "Including" means "including without limitation". The Agreement will not be construed against the party that drafted it.
• Language. The English version of these Terms controls over any translation.
• No third-party beneficiaries. Except for KeyPriv's affiliates and the indemnified persons in Section 25, there are no third-party beneficiaries of the Agreement.

34. Contact

Questions about these Terms, legal notices and requests should be sent to: