Terms and Conditions
The terms of service agreement that governs your access to and use of the Keeper platform and related services.
Terms of Service Agreement
Keeper operates an AI-powered marketing and advertising software-as-a-service platform together with related applications (the "Solution"). These terms of service agreement (the "Agreement") constitutes the sole agreement between Keeper and the customer ("Customer") that executes an Order (defined below) regarding Customer's use and access to the Solution, or, in the absence of a separate Order, that accesses or otherwise starts to use the Solution. The Agreement will become effective the earlier of when Customer accepts this Agreement or an Order is created by authorized representatives of both Parties (the "Effective Date"). Keeper and Customer shall each be referred to as a "Party" and collectively referred to as the "Parties" for purposes of this Agreement.
By accepting this Agreement, either by clicking "I Accept" upon Customer's access to the Solution, or accessing or using the Solution, Customer agrees to be bound by this Agreement as of the date of such acceptance or the date of access to or use of the Solution. If Customer is entering into this Agreement on behalf of a company, organization or another legal entity (an "Entity"), Customer is agreeing to this Agreement for that Entity and representing to Keeper that Customer has the authority to bind such Entity to this Agreement, in which case the term "Customer" herein refers to such Entity. If Customer does not have such authority, or if Customer does not agree with this Agreement, Customer must not use or authorize any use of the Solution.
1. Definitions
Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
1.1 "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Solution.
1.2 "Authorized User" means each of Customer's employees, agents, customers and independent contractors who are authorized to access the Services pursuant to Customer's rights under this Agreement.
1.3 "Customer Information" means any data and information provided or submitted by Customer or its Authorized Users, including via Customer's third-party accounts, for use in connection with the Services. For the avoidance of doubt, data obtained by Keeper from third party sources other than Customer or Customer's accounts are not deemed Customer Information.
1.4 "Documentation" means Keeper's end user documentation relating to the Services available, if any, which may be provided by Keeper to Customer.
1.5 "Services" means the services and Documentation provided by Keeper to Customer under this Agreement as described in an Order, including, but not limited to, provision of the Solution.
2. Provision of Services
2.1 Access. Subject to the terms and conditions of this Agreement, Keeper will provide the Services, as designated in an order placed by Customer and accepted by Keeper (each, an "Order") into which this Agreement is incorporated and sets forth: (a) Customer's access rights to the Services; (b) the Fees (defined below) payable for such access rights; and (c) any additional terms, restrictions or limitations applicable to Customer's use of the Services. On or as soon as reasonably practicable after the Effective Date and in accordance with an Order, Keeper will provide to Customer the necessary Access Protocols to allow Customer and its Authorized Users to access the Solution in connection with the Services. Customer will prevent unauthorized access to, or use of, the Solution, and notify Keeper promptly of any such unauthorized use known to Customer. Customer is responsible for managing its Authorized Users' access to the Solution, including by immediately notifying Keeper if someone's status as an Authorized User has ceased or otherwise should be revoked.
2.2 License Grant. Subject to the terms and conditions of this Agreement, Keeper grants to Customer a non-exclusive, non-transferable (except as permitted under Section 10.5) license during the Term (as defined below) to access and use the Solution (and any reports provided in connection therewith) and Documentation during the term in connection with the Services, in all instances solely for Customer's internal business purposes. Customer may only permit Authorized Users to access and use the features and functions of the Solution under this Agreement. For the avoidance of doubt, the Solution is hosted by or on behalf of Keeper, and Customer shall remotely access the Solution. All rights not expressly granted to Customer in this Agreement are reserved by Keeper.
2.3 Customer Registration. As part of the registration process, Customer will identify an administrative email and password for Customer's administrator account. Customer will also provide the full name, email, and phone number for the main administrator on the account for the purposes of Keeper needing to contact the administrator. Customer further agrees to promptly notify Keeper of any changes to the foregoing contact information.
2.4 Customer Obligations. The Solution, together with any related software, technology, algorithms, processes, designs, hierarchies, user interfaces, content and any intellectual property rights related thereto or embodied therein, as well as any improvements or modifications to the foregoing, are the exclusive property and Confidential Information of Keeper. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Solution, except as expressly allowed in an Order; (b) modify, adapt, alter or translate the Solution; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Solution for the benefit of any unauthorized third party (including on a service bureau basis for the benefit of others); (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Solution, except as permitted by law; (e) interfere in any manner with the operation of the Solution or the hardware and network used to operate the Solution; (f) modify, copy or make derivative works based on any part of the Solution or Documentation; (g) access or use the Solution to build, improve or enhance a similar or competitive product or service; (h) attempt to access the Solution through any unapproved interface; or (i) otherwise use the Solution in any manner inconsistent with applicable law.
2.5 Privacy. By entering or agreeing to this Agreement, Customer acknowledges that Customer has read and understands Keeper's Privacy Policy, which may be updated or modified from time to time, and is hosted at /legal/privacy-policy.
2.6 Customer Third-Party Accounts. Customer shall provide Keeper with access to Customer's third party social media accounts or other third-party accounts (each, a "Third-Party Account") used in connection with Customer's marketing activities, and intended for use in connection with the Services, and as is permitted under the applicable terms and conditions that govern Customer's use of each Third-Party Account. Customer represents that Customer is entitled to disclose Third-Party Account login information to Keeper and/or grant Keeper access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by Customer of any of the terms and conditions that govern Customer's use of the applicable Third-Party Account and without obligating Keeper to pay any fees or making Keeper subject to any usage limitations imposed by such third-party service providers. By granting Keeper access to any Third-Party Account, Customer acknowledges and agrees that Keeper may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials stored in the applicable Third-Party Account ("SNS Content") which may be available on and through the Service. Unless otherwise specified in this Agreement, all SNS Content is considered to be Customer Information (excluding Third-Party Data) for all purposes of this Agreement. If a Third-Party Account or associated service becomes unavailable, or Keeper's access to such Third-Party Account is terminated by the third-party service provider, then Keeper's provision of the Services may be impacted. Customer's relationship with the third-party service providers associated with Third-Party Accounts is governed solely by Customer's agreement(s) with such third-party service providers.
2.7 Usage Reporting. Customer shall grant Keeper with access to the "Standard Access (View Reports)" within Customer's Meta ad account controls (or the equivalent for other Third-Party Accounts), to the extent necessary to provide the Services in connection with this Agreement. Customer acknowledges and agrees Keeper will pull campaign usage reporting and other related metrics and utilize the information to create a usage report ("Usage Report"). For all other Third-Party Accounts where such access is not permitted or otherwise unable to be granted for any reason, Customer acknowledges that Keeper will manually create Usage Reports. Customer acknowledges and agrees that Keeper may share such Usage Reports with Keeper's third-party data provider ("Third-Party Data Provider") to the extent necessary to provide the Services in connection with this Agreement.
3. Customer Information
3.1 Customer Responsibility. The Customer Information is the exclusive property of Customer. Customer is solely responsible for the accuracy, quality and legality of Customer Information. Customer will obtain all consents and permissions needed for Keeper to use the Customer Information to provide the Services. Customer and its Authorized Users will have access to the Customer Information and will be responsible for all changes to or deletions of the Customer Information and the security of all passwords and other Access Protocols required in order to access the Solution. Customer has the responsibility to employ appropriate security measures to protect the Customer Information, to comply with applicable laws in connection with the use of the Services and Customer Information. Customer acknowledges that, to the extent that Customer Information is integrated with third party software offerings, the security of such software systems is the responsibility of Customer or such third party vendor. Customer is solely responsible for its own strategic, operational and other business and legal decisions with regard to its use of the Services, and Keeper shall bear no responsibility or liability for any actions or inactions by Customer or any third party acting on its behalf.
3.2 Keeper Responsibility. Keeper shall comply with all applicable laws in connection with the provision of the Services, including as relates to its processing of any Customer Information. Keeper will maintain reasonable physical, administrative and technical security measures designed to ensure the availability, integrity and confidentiality of the Customer Information.
4. Payments
4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by Keeper under this Agreement, Keeper will be paid the fees as set forth in an Order ("Fees"). Except as otherwise provided in an Order, payment obligations are non-cancelable and all amounts paid are nonrefundable except as otherwise agreed by Keeper. All Fees are billed at the beginning of the subscription period set forth in an Order. Keeper reserves the right (in addition to any other rights or remedies Keeper may have) to discontinue the Solution and suspend Customer's and Authorized Users' access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.
4.2 Interest. Any amounts not paid when due will bear interest at the rate of one- and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
4.3 Payment Provider. Keeper uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ("Payment Provider"). When Customer makes a purchase on the Solution, Customer shall provide Customer's payment details and any additional information required to complete the Order directly to the Payment Provider. Customer agrees to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consents and authorizes Keeper and Stripe to share any information and payment instructions provided with one or more Payment Provider(s) to the minimum extent required to complete the transactions. Online payment transactions may be subject to validation checks by the Payment Provider and Customer's card issuer, and Keeper is not responsible if Customer's card issuer declines to authorize payment for any reason. The Payment Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and Customer authorizes it to verify and authenticate payment information. Keeper shall not be responsible for any online handling fees or processing fees charged by Customer's card issuer. Payment Provider(s) may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
4.4 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Keeper's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Solution to Customer. Customer will make all payments of Fees to Keeper free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Keeper will be Customer's sole responsibility, and Customer will provide Keeper with official receipts issued by the appropriate taxing authority, or such other evidence as the Keeper may reasonably request, to establish that such taxes have been paid.
4.5 Auto Renewal. Customer's access to the Solution, and the fees associated therewith, will automatically renew in accordance with the terms set forth in the applicable order form. Keeper reserves the right to increase the fees, up to 25%, for any renewal term upon written notice to Customer at least sixty (60) days prior to the commencement of the renewal term. Customer acknowledges and agrees that Keeper may automatically charge Customer the applicable fees for continued access to and use of the Solution at the frequency set forth in the applicable Order. Customer hereby agrees to pay such fees which may be billed via the payment method set forth in the applicable Order.
4.6 Upgrades/Downgrades. Customer may upgrade its subscription tier in the middle of Customer's subscription period as set forth in an Order, and such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. If Customer elects to downgrade a subscription, the downgrade will take effect as of the first day of the next subscription period. Downgrading a subscription may cause loss of content, features, or capacity of the Services as available, and Keeper does not accept any liability for such loss.
5. Confidentiality
5.1 Confidential Information. "Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, Customer Information will be considered Confidential Information of Customer.
5.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a reasonable need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Keeper). In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.
5.3 Exceptions. The confidentiality obligations set forth in Section 5.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the Receiving Party. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
5.4 Feedback & Aggregate Data. Both during and after the term, Keeper may (a) use any suggestions, enhancement requests, recommendations or other feedback obtained in the course of providing the Services or otherwise provided by Customer, including Authorized Users, and (b) use aggregated, de-identified Customer Information for any lawful purposes in accordance with applicable privacy laws, including, without limitation, in order to improve and enhance the Solution and the Services, such as to train its machine learning and artificial intelligence models and algorithms, and for other development, diagnostic and corrective purposes for those or other offerings of Keeper.
6. Term and Termination
6.1 Term. This Agreement will commence as of the date it is accepted by Customer and will remain in full force and effect for so long as any Order remains in effect, unless earlier terminated in accordance with this Agreement (the "Term"). The term of an Order will begin on the effective date of the Order and continue in full force and effect for the duration set forth on such Order, unless earlier terminated in accordance with this Agreement. The Order will automatically renew unless either party provides written notice of non-renewal in accordance with the applicable Order.
6.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
6.3 Termination by Keeper. Keeper may at any time terminate its agreement with Customer if: (a) Keeper is required to do so by law (for example, where the provision of the Service to Customer is, or becomes, unlawful); (b) the provision of the Service to Customer by Keeper is, in Keeper's opinion, no longer commercially viable; or (c) Keeper has elected to discontinue the Service (or any part thereof). In the event Keeper does not terminate this Agreement for cause, Keeper will refund any unused balance of Customer.
6.4 Cancellation of a Subscription. Customer may cancel or change its subscription at any time via Customer's account on the Solution. If Customer cancels its subscription, Customer may use its subscription until the end of the then-current subscription period and the subscription will not be renewed after the then-current term expires.
6.5 Suspension. Notwithstanding anything to the contrary in this Agreement, Keeper may suspend Customer's and any Authorized User's access to any portion or all of the Services if: (a) Keeper determines, in its sole and exclusive discretion, that (i) there is a threat or attack on the Solution, (ii) Customer's or any Authorized User's use of the Services disrupts or poses, or had posed, a security risk to the Solution or to any other customer or vendor of Keeper, (iii) Customer, or any Authorized User, is using the Solution for fraudulent or illegal activities, or (iv) or Keeper's provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (b) any vendor has suspended or terminated Keeper's access to or use of any third-party services or products required to enable Customer to access the Services; or (c) if Customer fails to make any payment when due and such failure continues for thirty (30) days or more (each, a "Service Suspension"). Keeper shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Keeper shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably practicable after the event giving rise to the Service Suspension is cured. Keeper will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
6.6 Effect of Termination. Upon termination or expiration of this Agreement for any reason, Customer's use of and rights to the Services and Solution shall cease and any amounts owed to Keeper under this Agreement will become immediately due and payable. Sections 2.4, 5, 6.6, and 7 to 10 will survive expiration or termination of this Agreement.
7. Warranties and Disclaimers
7.1 Mutual Warranties. Each Party represents and warrants the following: (i) that it is duly incorporated, validly existing and in good standing under the laws of its state of incorporation; (ii) that it has the full power and authority to consent to and perform this Agreement; and (iii) this Agreement has been duly and validly executed and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
7.2 Keeper Warranties. Keeper represents and warrants that it will provide the Service under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards and in compliance with applicable laws, rules and regulations, and that the Services, when used by Customers as permitted under this Agreement, shall operate substantially as described in the Documentation.
7.3 Customer Warranty. Customer represents and warrants to Keeper that (a) Customer owns the Customer Information, or has obtained or provide the necessary notices, licenses, rights, consents, and/or permissions to authorize Keeper to use the Customer Information in accordance with this Agreement, and (b) Customer will use the Services in compliance with the Documentation or other instructions provided by Keeper, and applicable law.
7.4 Disclaimer. Except as expressly provided in this Section 7, and to the maximum extent permitted by applicable law, the Services and Solution are provided "as is," and Keeper makes no (and hereby disclaims all) other warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of merchantability, title, non-infringement, or fitness for a particular purpose. Keeper does not warrant that all errors can be corrected, or that operation of the Service shall be uninterrupted or error-free, nor does Keeper guarantee any specific results in connection with use of the Service. Keeper shall not be responsible or liable for any act or omission of any third party or its products or services. Keeper is not liable, and Customer agrees not to seek to hold Keeper liable, for the conduct of third parties, including operators of external sites and third-party service providers.
7.5 Artificial Intelligence. Laws and regulations governing use of artificial intelligence are rapidly evolving, and Keeper does not guarantee that Customer's use of the Service will comply with applicable laws and regulations or that future laws and regulations will not impact use thereof. Customer is solely responsible for ensuring that Customer's use of the Service complies with all applicable laws.
7.6 Third-Party Data. Customer acknowledges and understands that access to and use of the Solution and/or Services depends in part on access to data provided by third-party sources ("Third Party Data") to create the results and insights derived from the Third Party Data and included in the Services. Keeper is not responsible for the accuracy, currency, or completeness of the Third Party Data and makes no representations or warranties regarding the Third Party Data. In addition, Keeper cannot guarantee the Third Party Data will always be available. If a source of Third Party Data becomes unavailable or Keeper's access to such source is terminated by the third-party service provider, then the Third Party Data will no longer be available to be used in connection with the Services. Customer acknowledges and agrees that to the extent the Services utilizes any Third Party Data, Keeper, and its Third-Party Data Provider, may report usage of Third Party Data to the applicable third-party provider.
8. Limitation of Liability
8.1 Types of Damages. Except with respect to a claim for indemnity under Section 9 or a breach of a party's confidentiality obligations under Section 5, to the fullest extent permitted under applicable law, in no event will either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay or procurement of substitute services, any business interruption, impact of lost or damaged data or liabilities to third parties arising from any source, even if a party has been advised of the possibility of such damages. This limitation is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
8.2 Amount of Damages. Except with respect to a claim for indemnity under Section 9 or a breach of a party's confidentiality obligations under Section 5, to the fullest extent permitted under applicable law, the maximum liability of either party arising out of or in any way connected to this Agreement will not exceed the fees paid to Keeper in connection with the Services during the twelve (12) months preceding the act, omission or occurrence giving rise to such liability. In no event will Keeper have any liability arising out of or in any way related to the acts or omissions of any third party. Nothing in this Agreement will limit or exclude either party's liability for gross negligence or intentional misconduct of a party or its employees or agents or for death or personal injury.
8.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
9. Indemnification
9.1 By Keeper. Keeper will defend at its expense any claim, action or suit brought against Customer (including reimbursement of Customer's reasonable legal or expert fees or related litigation costs), and will pay any settlement Keeper makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action or suit by any third party alleging that the Solution infringes such third party's patents, copyrights or trade secret rights under applicable laws within the United States of America. If the Solution becomes, or in Keeper's opinion is likely to become, the subject of an infringement claim, Keeper may, at its option and expense, either (a) procure for Customer the right to continue using the Services in accordance with this Agreement; (b) replace or modify the Services so that it becomes non-infringing and remains functionally equivalent; or (c) refund to Customer any payments of prepaid fees made by Customer to Keeper, and terminate this Agreement. Notwithstanding the foregoing, Keeper will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Service not in accordance with this Agreement, (ii) any use of the Service in combination with other products, services, software or data not supplied by Keeper, (iii) any use, reproduction, or distribution of any release of the Service other than the most current release made available to Customer, or (iv) any modification of the Service by any person other than Keeper or its authorized agents or contractors. This Section states Keeper's entire liability and Customer's sole and exclusive remedy for infringement claims and actions.
9.2 By Customer. Customer will defend at its expense any claim, action or suit brought against Keeper (including reimbursement of Keeper's reasonable legal or expert fees or related litigation costs), and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action or suit arising out of or relating to any Customer Information or any improper or unauthorized use of the Service.
9.3 Procedure. The indemnifying party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
10. Miscellaneous
10.1 Marketing. Notwithstanding anything else in this Agreement, Customer hereby grants to Keeper the express right to use Customer's company name and logo on Keeper's website and in marketing and publicity materials and other communications to identify Customer as a Keeper customer.
10.2 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The Parties hereby expressly consent to the exclusive personal jurisdiction and venue in the state and federal courts for New York, New York for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
10.3 Export & Foreign Use. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Keeper, or any products utilizing such data, in violation of the United States export laws or regulations. Keeper makes no representation that the Service is appropriate or available for use in locations other than the United States and, if Customer uses the Service from outside the United States, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
10.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
10.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.6 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
10.7 Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services.
10.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, telecommunication or internet delays or failures, fire, earthquake, flood, pandemic or epidemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
10.9 Independent Contractors. Customer's relationship to Keeper is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Keeper.
10.10 Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Keeper, by emailing ahmed@usekeeper.ai and if to Customer by emailing the Customer Point of Contact email address listed on an Order, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on an Order by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice to the other party.
10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
10.12 Entire Agreement. This Agreement, along with any Order or related ancillary documents, is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Keeper.