TERMS OF SERVICE
Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Service. If these terms and conditions are considered an offer by Key Technologies, acceptance is expressly limited to these terms. The Service is available only to individuals who are at least 18 years old or the applicable state or provincial age of majority thereby allowing you to legally enter into this Agreement.
In this Agreement, our customers and any of their staff members whom are given access to their KeyCloud account are herein referred to as “Subscribers”, and our customers’ customers who use the Service (e.g. to login and manage backup, sync and share) are referred to as “Customers”.
The term of this Agreement begins on the date your KeyCloud account is activated and continues for the full term of 12mths, after the initial term the service will continue on a month-to-month basis until either party terminates this Agreement pursuant to the terms hereof.
2. Your KeyCloud Account
You are fully responsible for all activities that occur under the Account and any other actions taken relating to your Account by you or the users of the account. You must not publish content in your KeyCloud in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Key Technologies may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Key Technologies liability.
You must immediately notify Key Technologies of any fraudulent or unauthorized uses of KeyCloud, your Account, or any other breaches of security. Key Technologies will not be liable for any acts or omissions by you, the Subscriber, your Customers, or any other users of your Account, including any damages of any kind incurred as a result of such acts or omissions.
You must provide your full legal name, company name, current address, valid e-mail address, and any other information necessary to complete the KeyCloud signup process.
Accounts registered in an automated fashion (e.g. by “bots”) are not permitted.
Your login may only be used by one person. Sharing a single user login between multiple people is not permitted. You may create separate user logins for multiple people, provided your Account plan permits.
You are responsible for keeping your password (and any other users’ passwords under your Account) secure. Key Technologies cannot and will not be held liable for any loss or damages from your failure to maintain the security of your Account or passwords.
You must not upload or transmit any form of viruses or malicious code.
We have the right to suspend, restrict, or terminate your Account, without any notice to you, if we suspect any form of fraudulent or malicious activity.
You must not use the Service for any illegal or unauthorized purpose and must not violate any laws in your jurisdiction.
You are responsible for all activity on your KeyCloud account.
3. Free Trial, Payment of Fees, Refunds, and User Changes
Payment – A valid Key technologies credit account or a valid Credit Card is required to use the Service.
Free Trial – Accessed and approved on a case by case basis
Monthly Fees – The monthly fee is based on the number of Users, Licensing type and amount of Storage.
Licensing Changes – You may change the number of KeyCloud Licensing and amount of Storage any time by informing Key Technologies.
Refunds – Key Technologies does not provide refunds for services for any reason whatsoever, except for administrative errors or where a representative of Key Technologies has expressly offered a refund.
Billing – Currency billing for the Service is in Australian dollars (AUD).
GST – All fees are exclusive of all GST and you shall be responsible for payment of GST.
Failure to Make Payment – In the event payment is not received for the Service due to a declined attempt to charge your credit card, Key Technologies credit account or otherwise, and payment is not received within 7 days of the initial attempt, your Account will be suspended. If a suspended Account is not reactivated and the outstanding Account balance paid in full within three (3) months, it will be cancelled, and all Account data may be permanently deleted.
The Service includes access to email support. “Email support” means the ability to make requests for technical support assistance by email to firstname.lastname@example.org (with reasonable efforts by Key Technologies to respond within one business days) concerning the use of the Service.
5. Copyright and Subscriber Data Ownership
Copyright – We claim no copyright or intellectual property over the Content you provide to the Service. Content you upload to the Service remain yours. However, by setting any content to be publicly available, you agree to allow others to view and share your Content.
Subscriber Data – Subscriber data, pertaining to documentation or any derivatives thereof stored in the Service (the “Subscriber Data”) shall be and remain the sole and exclusive property of you, the Subscriber. KeyCloud is provided a license to Subscriber Data hereunder for the sole and exclusive purpose of providing the Services, including a license to store, record, transmit, maintain, backup and display Customer Data as necessary for the provisioning of the Services.
Access to Subscriber Data – Key Technologies does not have direct access to your Account data.
Security of Subscriber Data – KeyCloud is built as a multi-tenant, Backup-as-a-Service platform. Individual subscriber data is secured at a very high level between subscribers. Sharing of information between subscribers is not possible within the platform, in any case.
6. Cancellation and Termination
Termination – You may terminate this Agreement at any time with 30 days’ notice by ceasing all use of the Service and notifying Key Technologies through your Account Manager or the support email (email@example.com ). Key Technologies may terminate this Agreement and your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, if it believes, in its sole judgement, that you have breached or may breach any term or condition of this Agreement. Key Technologies can terminate the Service immediately as part of a general shut down of our Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Final Payment – In the event of termination of your Account by either party, you will be charged for any outstanding amounts owing at the end of your billing cycle. ETC will be payable to the number of months left under the agreement by the monthly fee.
Removal of Subscriber Data – In the event your Account is terminated, all Subscriber Data
may be permanently deleted after 30 days. Prior to Subscriber Data being deleted, provisions can be made to allow access to an export of your Subscriber Data by request via email to firstname.lastname@example.org
7. Changes to the Service, Pricing, or Billing
Changes to the Service – KeyCloud reserves the right at any time, and from time to time to modify, discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
Changes to Billing or Pricing – KeyCloud reserves the right, at any time, and from time to time, to change its prices and billing methods for the Service, subject to 60 days’ notice from us. Such notice may be provided at any time by posting on the KeyCloud website (www.keycomm.com.au), the Service itself, or by e-mail to you, the Subscriber.
KeyCloud shall not be liable to you or any third party for any modification, price change, suspension, or discontinuation of the Service.
8. Intellectual Property
This Agreement does not transfer from Key Technologies to you, any Key Technologies or third-party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Key Technologies, KeyCloud, the KeyCloud logo, and all other trademarks, service marks, graphics and logos used in connection with KeyCloud, or the Service are trademarks or registered trademarks of KeyCloud. Other trademarks, Service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any Key Technologies or third-party trademarks.
9. Changes to the Agreement
KeyCloud reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. If you would like to be directly notified in the event of a change to the Agreement, you may request so by emailing email@example.com. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. KeyCloud may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
10. General Representation and Warranty
11. Service Availability & Maintenance
KeyCloud makes every effort to ensure the Service is available at all times. However, there will be occasional periods of downtime necessary to perform essential system upgrades and maintenance. We will attempt to provide twelve (12) hours of notice for scheduled downtime, but in some cases, downtime may be unscheduled or beyond our control.
There may also be unforeseen incidents that cause the Service to go down for a period of time that are beyond KeyCloud control. We will work to remediate any Service issues as quickly as possible.
Certain key KeyCloud processes may depend on third-party systems. We are unable to guarantee the availability of 3rd party systems (e.g. for CTERA Master Portal upgrade or internet WAN link is down) and are in no way responsible for any outages.
12. Disclaimer of Warranties
The Service is provided “as is”. KeyCloud and its licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither KeyCloud nor its suppliers and licensors, makes any warranty that the Service will be error free or that access therefore will be continuous or uninterrupted. You understand that you use the Service at your own discretion and risk.
13. Limitation of Liability
In no event will KeyCloud, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or Service; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to KeyCloud under this agreement during the three
(3) month period prior to the cause of action. KeyCloud shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to defend, indemnify, and hold harmless KeyCloud, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to your violation of this Agreement.
This Agreement constitutes the entire agreement between KeyCloud and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of KeyCloud, or by the posting by KeyCloud of a revised version. Except to the extent of applicable law, if any, provides otherwise, this Agreement, any access to or use of the Service will be governed by the Australian Law, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the courts located in Brisbane, Queensland, Australia.
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; KeyCloud may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
Questions or Comments. Should you have any questions or comments regarding this agreement,
please contact KeyCloud using the information below.
3/39 Campbell St
T: 1300 755 615