Terms of use

A. User Account Terms

You must be 18 years or older to use this Service.​

You must be a human. Accounts registered by "bots" or other automated methods are not permitted.​

You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.​

Your login may only be used by one person - a single login shared by multiple people is not permitted.

You may create separate logins for as many people as your plan allows.​

You are responsible for maintaining the security of your account and password. Keypup cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.​

You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).​

You may not use the Service for any illegal or unauthorized purpose.

You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws).

B. Definitions

- Billing Period: predefined length of time during which you use the Service with a Subscription. There are 2 possible billing periods on our Service: annual and monthly. Annual billing periods run over 12 months from the start of a  Subscription. Monthly billing periods run over 1 month from the start of a Subscription.

- Company Account: means an account managed by an organization, team or legal entity, which serves as the central point for administering access to the Service for a group of its personnel or affiliates. This account acts as the billable entity responsible for all service fees incurred by its assigned users.

- Free Trial: the initial period where users can try all the products and services of the Keypup platform without incurring any charge. The Free Trial duration is set at 14 days. This duration can be amended by Keypup at any time without notice. 

- Invoiced Accounts: accounts for which an invoice is sent separately from our standard in-platform billing for the purpose of meeting the requirements of their purchasing processes. Invoiced Accounts are only possible for annual Subscriptions.

- Product Expert Support: a premium type of support, provided to customers on an opt-in basis. The Product Expert Support covers the bespoke creation or modification of insights and dashboards for customers as well as a 'train the trainer' program for customers.

- Subscription: a plan that gives you access to the Keypup platform after the Free Trial period. For the purpose of these Terms, a Subscription refers to a paying plan on the Keypup platform, billed either monthly or annually.

- Technical Support: the complimentary support provided by Keypup in relation with the good operation of the platform. It includes answering queries related to the operation of the platform, user access, billing, technical issues encountered with the platform and other matters related to the regular use of the platform. It does not include the scope covered specifically by the Product Expert Support.

- Termination: the deletion of a user account. This action is permanent and irreversible. 

- Unit: either a software repository as defined on Git platforms (Github, Gitlab / Gitlab hosted or Bitbucket / Bitbucket Data Center) or a project as defined on tracking platforms (Jira, Jira Data Center, Clickup, Trello). The Unit is the basis for the calculation of your Subscription price.

- User Account: the account of an individual person on the Keypup platform. A User Account can be attached to several Company Accounts.

C. API Terms

Customers may access their Keypup account data via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses Keypup, is bound by these Terms of Service plus the following specific terms:

You expressly understand and agree that Keypup shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Keypup has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.

Abuse or excessively frequent requests to Keypup via the API may result in the temporary or permanent suspension of your account's access to the API. Keypup, in its sole discretion, will determine abuse or excessive usage of the API. Keypup will make a reasonable attempt via email to warn the account owner prior to suspension.

Keypup reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

D. Suport

Technical Support is provided at no cost to all platform users at all times. The Technical Support is provided upon request by users via the in-platform chat primarily or via email ([email protected]) secondarily.
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The Technical Support is provided on a best-effort basis, between 9am CEST and 6pm CEST during weekdays. 

Keypup's Product Expert Support (PES) is an optional, premium service designed to provide direct assistance from dedicated Keypup product experts for the creation or modification of insights and dashboards within the Customer's Keypup account.

This service involves man-hour commitment from Keypup's Product Expert team.

Each PES subscription includes an allocation of five (5) hours of expert support per billing month.

Keypup will provide services up to this allocated limit, after which services will pause until the commencement of the subsequent billing month. PES hours are non-cumulative and reset at the beginning of each month; any unused hours will not accrue or roll over to future months.

Meetings organized in the context of the PES program, including but not limited to requirements gathering and clarifications, will be accounted for as consumed PES hours.

Following each PES work session, the customer will receive a debrief email detailing the time consumed during that session. This debrief email will also include a summary of the total PES hours utilized during the current month and the three (3) preceding months.

Keypup aims to complete requested insight creations or modifications within approximately one (1) working week of the request. Requests are made by the customers primarily via the in-platform chat, or secondarily via email ([email protected])

Enrollment in the PES program is not automatic and is subject to the availability of Keypup's resources.

Similarly, the renewal of a PES subscription is not automatic and remains subject to Keypup's resources availability at the time of renewal. In instances of limited capacity, Keypup reserves the right to prioritize new customers for initial enrollment in the PES program.

The PES program is subject to a monthly fee advertised on Keypup's pricing page. 

E. Payment

Our pricing and payment terms are available at keypup.io/pricing. If you agree to a Subscription price per Unit, that will remain your price per Unit for the duration of the Billing Period; however, prices are subject to change at the end of the Billing Period.

- We will immediately bill you when you contract a Subscription.
- Connecting more Units on your existing Subscription will result in immediate pro-rated billing adjustment for the reminder of your Billing Period ("Upgrade").
- Disconnecting Units ("Downgrade") will not result in any billing adjustment during your Billing Period. You will have the opportunity to reconnect Units without incurring any billing adjustment up to the maximum number of Units connected previously during your Billing Period. Exceeding this number is an Upgrade.

The Service is billed in advance for the upcoming Billing Period.

When an annual plan Billing Period is selected, payment will be made upfront in advance for the 12 months of Subscription, based on a pre-determined number of Units connected or to be connected to the platform. 

Connecting more Units or disconnecting Units during a Billing Period lead to the pricing adjustments described in section E.2. herein.

Billing for Invoiced Accounts
For Invoiced Accounts, user agrees to pay the fees in full, up front without deduction or setoff of any kind, in U.S. Dollars. User must pay the fees within seven (7) days of the Keypup invoice date. Amounts payable under this Agreement are non-refundable. If user fails to pay any fees on time, Keypup reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on the past due amounts at 1.0% per month or the highest rate allowed by law, whichever is less, and to charge all expenses for recovery, and (ii) terminate the applicable order form. User is solely responsible for all taxes, fess, duties and governmental assessments (except for taxes based on Keypup's net income) that are imposed or become due in connection with this Agreement.

Authorization
By agreeing to these Terms, you are giving us permission to charge your on-file credit card, or other approved methods of payment for fees that you authorize for Keypup.

Responsibility for Payment
You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Keypup any charge incurred in connection with your use of the Service. If you dispute the matter, contact Keypup Support. You are responsible for providing us with a valid means of payment for paid Accounts. Accounts on a Free Plan or on Free Trial are not required to provide payment information.

No Refund or Credit will be provided. This includes but is not limited to cases of:
- Downgrade on existing Subscriptions;
- Cancellation of a Subscription;
- Termination initiated by the customer.
Pro-rated Refund - if applicable - will be provided to customers in the unlikely event of Termination by Keypup as described in section F.3. herein.

F. Termination

You are solely responsible for properly terminating your User Account and Company Account with Keypup. An email or chat request to cancel an account is not considered a Termination. For security reasons, we are not able to terminate accounts in response to an email or chat request. You can terminate an account at any time by clicking on the account link in the menu of the Service. The account screen provides a simple no questions asked Termination process.

A Downgrade or cancellation of a Subscription are not an account Termination and do not trigger deletion of your Content on the platform. Only an account Termination (by the mean of the 'Unenroll' button) triggers an account Termination. 

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will start deleting your full profile and your Content immediately upon Termination and no later than twenty-four hours after Termination has been triggered as described in section F.1. herein. This information can not be recovered once an account is terminated.

Termination of an account does not automatically unsubscribe users from receiving promotional content sent from time to time by Keypup, such as Newsletters. To unsubscribe from this content, users will have to proceed by opting-out of such content when received specifically.

We will not delete Content you have contributed to other User's accounts.

Keypup has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Keypup reserves the right to refuse service to anyone for any reason at any time.

Keypup will make a reasonable attempt via email to warn the Company Account owner prior to suspension or Termination of a User Account or a Company Account.

All provisions of this Agreement which, by their nature, should survive Termination will survive Termination - including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

G. Modification of the Service and Prices

Keypup reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with notice provided by email in a reasonable timeframe preceding the discontinuation or modification.

Prices of all Services, including but not limited to Subscription fees, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Keypup Site (Keypup.io) or the Service itself.

Keypup shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.​

H. Disclaimer of Warranties

Keypup provides the Website and the Service "as is" and "as available", without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied of statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Keypup does not warrant that the Service will meet your requirement; that the Service will be uninterrupted, timely, secure or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or using files, information, content or other material obtained from the Service.

I. Limitation of Liability

You understand and agree that we will not be liable to you or any third party for any loss of profites, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

- the use, disclosure, or display of your User-Generated Content;
- your use or inability to use the Service;
- any modification, price change, suspension or discontinuance of the Service;
- the Service generally or the software or systems that make the Service available;
- unauthorized access to or alterations of your transmissions or data;
- statements or conduct of any third party on the Service;
- any other user interactions that you input or receive through your use of the Service; or
- any other matter relating to the Service.

J. Release of Indemnification

If you have a dispute with one or more users, you agree to release Keypup from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities and expenses, including attorneys' fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, providing that Keypup (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Keypup of all liability); and (3) provides to you all reasonable assistance, at your expense.ailed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

K. Copyright and Content Ownership

We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, if you set your pages to be viewed publicly or give right to third parties to access your Content, you agree to allow others to view your Content.

You shall defend Keypup against any claim, demand, suit or proceeding made or brought against Keypup by a third party alleging that Your Content, or Your use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Keypup for any damages finally awarded against, and for reasonable attorney’s fees incurred by Keypup in connection with any such claim, demand, suit or proceeding; provided, that Keypup promptly gives You written notice of the claim, demand, suit or proceeding; gives You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Keypup of all liability) and provides to You all reasonable assistance, at Your expense.

The look and feel of the Service is copyright ©2022 Keypup SAS. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Keypup and Keypup SAS.

L. General Conditions

Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis. Technical support is only available in English.

You understand that Keypup uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Keypup, or any other Keypup service.

You may use Keypup subdomains (e.g., yourname.Keypup.io) solely as permitted and intended by the Keypup Pages tool to host your company pages, project pages, or open source project pages, and for no other purpose. You may not use Keypup subdomains in violation of Keypup's trademark or other rights or in violation of applicable law. Keypup reserves the right at all times to reclaim any Keypup subdomain without liability to you.​

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Keypup.

We may, but have no obligation to, remove Content and accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Keypup customer, employee, member, or officer will result in immediate account termination.

You understand that the technical processing and transmission of the Service, including your Content, may be transfered unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.

You must not transmit any worms or viruses or any code of a destructive nature.

If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by Keypup) of other Keypup customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption. Keypup will make a reasonable attempt via email to warn the account owner prior to engaging such actions.

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Keypup to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

The Terms of Service constitutes the entire agreement between you and Keypup and governs your use of the Service, superseding any prior agreements between you and Keypup (including, but not limited to, any prior versions of the Terms of Service).

You agree that these Terms of Service and Your use of the Service are governed under French law without regard to conflict of law provisions. You and Keypup agree to submit to the exclusive jurisdiction and venue of the courts located in France.

Questions about the Terms of Service should be sent to [email protected]