End User License Agreement For Keepsafe.AI

Introduction

This End User License Agreement ("Agreement") is a legal agreement between you (either an individual or entity) and Silver Pine Software, LLC ("Silver Pine," "we," "our," or "us") that governs your use of the KeepSafe.AI software-as-a-service product, together with any related software, media, printed materials, and online or electronic documentation (collectively, the "Product"). If you (or an entity that you work for/with) have entered into a Master Services Agreement (or similar) governing your access or use of the Product, such agreement is incorporated by reference into this Agreement, and references to the "Agreement" will include such other agreement.

Please note that this agreement contains an arbitration requirement and a class-action waiver below.

By accessing, installing, or otherwise using the product, you agree to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, do not access, install, or use the product.

Beta Status

The Product is currently in a beta stage of development. As such, it is still undergoing development and testing before its official release. The Product may therefore contain errors, bugs, or other issues that could cause system or other failures and data loss. You acknowledge and agree that the Product may be incomplete, may not operate properly, and may undergo significant changes before the final commercial release, if it is released at all.

License Grant; Restrictions; Account Security

Subject to your compliance with this Agreement, Silver Pine grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Product to monitor your physical assets against threats. You may only use the Product for your internal business purposes, and not for the purpose of exploiting, harming, or attempting to exploit or harm any person or property.

You may not:

Copy, modify, adapt, translate, or create derivative works based upon the Product;
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Product;
Rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer the Product to any third party;
Remove, alter, or obscure any proprietary notices on the Product;
Use the Product for any purpose other than as expressly permitted under this Agreement;
Use the Product in any manner that could damage, disable, overburden, or impair Silver Pine's services or networks;
Use any robot, spider, other automatic device or program, or manual process to monitor, copy, or extract any portion of the Product;
Impersonate or attempt to impersonate any person or entity in connection with your use of the Product; or
Use the Product in any way that violates any applicable local, state, national, or international law or regulation.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to the Product using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for all action taken using your username, password, and other security information.

Ownership; Intellectual Property and Privacy Rights

The Product is licensed, not sold. Silver Pine retains all right, title, and interest in and to the Product, including all intellectual property rights therein.
If you provide Silver Pine any personal information in connection with your use of the Product, you agree that such personal information will be processed under the terms of our Privacy Policy [INSERT HYPERLINK]. Further, you are solely responsible for the accuracy, content, and legality of all information you provide to Silver Pine. You will obtain all licenses, rights, clearances, consents, and approvals that may be required for you (and Silver Pine on your behalf) to collect, process, and store such information and you represent and warrant that such collection, processing, and storage will not violate any applicable law or any intellectual property, publicity, privacy, or other rights of any third parties.

Product Description and Limitations

The Product is designed to monitor physical assets, including people and facilities, as they relate to threats that might impact those assets. The Product provides notifications when it receives information that may be relevant to the physical assets you have designated.
Silver Pine does NOT guarantee that the Product will provide all relevant information concerning threats to your designated physical assets, or that the notifications it provides will be timely or accurate. The Product is intended to be used only as a supplementary tool and is not designed to replace human judgment, professional security services, or other safety measures. All judgments and discretion regarding the interpretation of notifications, assessment of potential threats, and decisions on appropriate actions remain solely with you. You acknowledge and agree that you are responsible for all decisions and actions taken (or not taken) in response information provided by the Product.

Warranty Disclaimer

The product is provided "as is" and "as available" without any warranty of any kind. Without limiting the foregoing, to the maximum extent permitted by applicable law, Silver Pine disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the product. Silver Pine does not warrant that the product will meet your requirements, that operation of the product will be uninterrupted or error-free, or that defects in the product will be corrected.

Silver Pine does not warrant or guarantee that the product will provide accurate or timely information, detect all potential threats, or provide all relevant information concerning threats to your designated assets. Silver Pine does not warrant that the product is secure or that your data will be protected. You understand that the internet and other networks are not secure and that third parties may be able to intercept, access, use, or corrupt the information you transmit or store.

Limitation Of Liability

To the maximum extent permitted by applicable law, in no event will Silver Pine, its affiliates, directors, employees, or agents be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to your use of, or inability to use, the product.

Without limiting the foregoing, Silver Pine's total liability to you for all claims arising from or relating to this agreement or your use of the product will not exceed the amount paid by you to Silver Pine for the product during the three months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you; in such cases, the limitations will apply only to the extent permitted by applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless Silver Pine, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising out of or related to:
- Your access to and use of the Product;
- Your violation of any term of this Agreement;
- Your violation of any third-party rights, including without limitation any copyright, property, or privacy rights; or
- Any claim that your use of the Product has breached an agreement with, or otherwise caused damage to, a third party.
Your defense and indemnification obligations will survive any termination or expiration of this Agreement and your use of the Product.

Term and Termination

This Agreement begins when you first access or use the Product and, unless terminated earlier, will remain in effect for as long as you access or use the Product.
You may terminate this Agreement at any time by ceasing all access and use of the Product, deleting all copies of the Product from your devices (if applicable), and providing written notice to Silver Pine.
Silver Pine may terminate this Agreement at any time if you fail to comply with any term of this Agreement. In addition, Silver Pine may terminate this Agreement for any reason by providing 30 days' prior written notice to you.
Upon termination:
- All license rights granted in this Agreement will terminate and you must cease all access and use of the Product;
- If applicable, you must destroy all copies of the Product in your possession, custody, or control;
- Silver Pine may cease providing any services related to the Product without notice or liability to you;
- 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; and
- Upon request within 30 days of termination, Silver Pine will return or delete any information you provided in connection with your use of the Product, unless Silver Pine is otherwise required by law to retain such information. If you do not provide a timely request, such information will be deleted according to Silver Pine's standard data-retention policy.

Updates to the Agreement

Silver Pine reserves the right to update, modify, or replace this Agreement at any time in its sole and absolute discretion. Silver Pine will provide notice of any material changes to this Agreement by sending an email to the email address associated with your account.
Your continued use of the Product after any such changes will constitute your consent to such changes. If you do not agree to the updated Agreement, you must stop using the Product

Geographic Restrictions; Export Controls

Silver Pine is based in the United States and the Product is intended for use only in the U.S. We make no claims that the Product is accessible or appropriate outside of the U.S. Accessing the Product from countries or territories where such access is illegal is prohibited. If you access the Product from outside the U.S., you do so on your own initiative and are responsible for compliance with local laws.
You may not use or otherwise export or re-export the Product except as authorized by United States law. In particular, but without limitation, the Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Product, you represent and warrant that you are not located in any such country or on any such list.

Governing Law; Mandatory Arbitration and Class-Action Waiver

This Agreement and any disputes arising out of or related to this Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to any choice or conflict of law provision or rule.
Any dispute or claim that arises out of or that relates to this Agreement, or to the interpretation or breach thereof, or to the existence, validity, or scope of this Agreement or the arbitration agreement, will be resolved exclusively by confidential and binding arbitration in accordance with the then-effective arbitration rules of (and by filing a claim with) Arbitration Service of Portland, Inc., and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. The arbitration will be conducted by a single arbitrator in Portland, Oregon, unless the parties agree to conduct the arbitration virtually.
You agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and that you will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you act or propose to act in a representative capacity.
Nothing in this Section prohibits a party from seeking emergency injunctive or other equitable relief from a court pending arbitration.

General Provisions

This Agreement constitutes the entire agreement between you and Silver Pine regarding the Product and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
If any provision of this Agreement is held to be invalid or unenforceable, such provision will be construed to the maximum extent allowed by law. The invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
The failure of Silver Pine to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Silver Pine.
You may not assign or transfer this Agreement or any of your rights or obligations under this Agreement, by operation of law or otherwise, without Silver Pine's prior written consent. Any attempt by you to assign or transfer this Agreement without such consent will be null and void.
All notices to you under this Agreement will be delivered via email to the email address you provide to Silver Pine. You consent to receive notices electronically. All notices will be deemed to have been delivered 24 hours after they are sent. Any notices to Silver Pine must be sent to hello@keepsafe.ai.
Silver Pine will not be liable for any delay or failure to perform under this Agreement resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Acknowledgment

By accessing, installing, or otherwise using the product, you acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions. You further acknowledge that this agreement is the complete and exclusive statement of the agreement between you and Silver Pine regarding its subject matter and supersedes any proposal or prior agreement, oral or written, and any other communications between you and Silver Pine relating to the subject matter of this agreement.