Terms of Use

These Terms describe the terms on which KeyLemon, (the "Company") offers you an access to and use of this site and, subject to any applicable commercial terms, the Company on-line services, if any.

Introduction

Your access to and use of this site is subject to the following terms and conditions and all applicable laws.

By accessing to or use of this site, you agree to the following terms, without limitation or qualification, including those available by hyperlink, (the "User Agreement") with KeyLemon.

This User Agreement is effective on Feb 1, 2017 for current Clients, and upon acceptance for new Clients. Company may amend this User Agreement at any time by posting the amended terms on the Portal. Except as stated otherwise elsewhere, all amended terms shall automatically be effective 5 calendar days after they are initially posted on the Portal.

This User Agreement applies to the exclusion of any of Client's general terms and conditions of business.

Definitions

In this User Agreement, the following terms shall have the following meanings

  1. "Client" shall mean you as user of this Portal and/or the Services and any other Client's autorished users.
  2. "Parties": shall mean Client and Company.
  3. "Portal" shall mean a website provided by Company currently accessible under the URL https://da.keylemon.com
  4. "Services" shall mean the services, if any provided by the Company through the Portal.

Words denoting the singular shall include the plural and vice versa.

License model

A license of KeyLemon Desktop Application can be activated on a single machine (Windows or macOS). The license is associated to the machine on the first activation. This means you cannot use the same key to activate KeyLemon Desktop Application at the same time on two different machines.

We consider a virtual machine as a standard machine and a dual boot machine with two different OS as two distinct machines.

The complete detail of our license policy is available here.

Obligations of the Company

  1. Company grants the Client a non-exclusive, non-transferable, non-assignable right to access the Portal and, subject to any applicable commercial terms, use the Services, if any, pursuant and subject to Client full compliance with this User Agreement.
  2. Client acknowledges that the access to the Portal and the use of the Services are provided to it "as is" and "as available" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, reasonable care and skill, non-infringement, accuracy, reliability, completeness, or about results to be obtained from accessing the Portal and/or using the Services.
  3. Company reserves the right, without prior notice, to take any measure it might find appropriate to protect the integrity and performance of its computer systems, servers and networks, in particular but not limited to a suspension or a termination of data transmission, access to, or making available of, the Portal or/and the Services.
  4. Client acknowledges that Company may have to temporary block or limit access to the Portal, or availability of, part of all of the Services for technical maintenance, repair, or support. Company shall use commercially reasonable efforts to minimize the impact of such temporary limitation to the Services and to inform Client prior to the scheduled maintenance windows.

Obligations of the Client

  1. Client's access to the Portal and use of the Services is subject to Client full compliance with the terms of this User Agreement and any additional terms or policies published on the Portal.
  2. Client shall use the Services in full compliance with all applicable laws, statutes, ordinances and regulations.
  3. Client shall not, in particular:
    1. remove, conceal or alter any copyright or other proprietary notice incorporated in the Portal;
    2. use, combine, duplicate, store, sell, license, distribute, publish or otherwise use or permit the use of all or any portion of the data transmitted by Company or accessible through the Portal, except to the extent necessary to perform this User Agreement;
    3. modify the visual environment (including, without limitation, format, size, colors, logos, texts, arrows, hyperlinks) of the code, data and/or web pages, if any, transmitted to Client as a result of your connection to the Portal;
    4. use robots or spiders or other automated devices or manual process to monitor or gather any data from the Portal or its users;
    5. use or permit the use of the Services in breach of this User Agreement.
  4. In case of breach of the obligations set forth in this section by Client, Company shall be entitled, without further notice and without prejudice to other remedies, to immediately reduce or suspend the access to the Portal and/or the Services and take technical and legal steps to keep Client off the Portal if Company think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter and spirit of Companies policies published on the Portal.

Intellectual Property

Client acknowledges that the Portal, the Services and related materials constitute valuable intellectual property and trade secrets of Company. All ideas, know-how, methodologies, processes, computer programs, software, databases materials, database, products, modifications and enhancements created, developed and/or used by Company or on behalf of Company under this User Agreement or in the provision of the Services are and remain exclusively owned by Company and all right, title and interest therein shall remain vested or vest in Company. Nothing in this User Agreement shall be construed as granting the Client a title, right or interest in Company's intellectual property.

Information posted on the Portal

  1. Client is solely and exclusively responsible for the content and information Client posts on or transmits to the Portal, provides to Company, to which it allows any third party to access or uses in connection with the Portal.
  2. Company does not endorse any content and information posted on the Portal by Client or third parties.
  3. Client agrees that Company has no obligation to monitor the content on the Portal or links to other web sites, and Client expressly disclaims any responsibility of Company to filter any such content. However, Company may take any action, including the right to take down content or information or to block access to such content or information at Company's sole discretion, if Company reasonably believes such content or information may expose itself to civil or criminal liability or interfere or impair the relationship with other clients.
  4. Client warrants that the information it provides to the Portal, to Company or to other users of the Portal is correct and accurate. Client shall not post on the Portal information that is:
    1. false, inaccurate or misleading;
    2. fraudulent or involving the sale of stolen items;
    3. infringing any third party's intellectual property rights;
    4. violating any applicable law, statute, ordinance, regulation or Companies policies;
    5. linking directly or indirectly or describing goods or services which are prohibited hereunder; and linking directly or indirectly to another internet portal similar to the Services.
  5. Client agrees to fully indemnify for and hold harmless Company against any damages, costs and expenses arising in connection with third party claims which may be considered as a violation of Client's obligations under this section, in particular if Company is held liable for content or information posted on the Portal.

  6. Client grants Company a non-exclusive, worldwide, royalty free, perpetual, irrevocable right to (i) exercise the copyright, publicity and database rights with respect to Client's information posted on the Portal (Company needs these rights to host and display such information) and (ii) compile, use, compare and exploit for statistical and analytic purposes any supplier, customer, financial or other market data or information made available to Company or provided or posted by Client (such right shall survive the term of this User Agreement).

Authentication and Security

  1. The use of the Services is in principle subject to a registration procedure with setting-up of user account and password.
  2. Client expressly acknowledges that Company is entitled to treat any use of the Services by Client, which has successfully passed the registration procedure, if any, as prompted and managed by Client, who shall bear the sole liability of misuse or unauthorized use of its account.
  3. Client shall immediately inform Company of any possible breach of Confidential Information under this User Agreement.

Representations, Warranties and Covenants

By Company

  1. Company represents and warrants that it will comply with all the terms, conditions and obligations of this User Agreement.
  2. Company does not warrant that the functions contained in the Services or access to the Portal will be uninterrupted, error-free or that defects can be corrected, nor make any representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties merchantability, satisfactory quality, fitness for a particular purpose, reasonable care and skill, non-infringement, accuracy, reliability, completeness, or about results to be obtained from using the Portal and/or the Services.

By Client

  1. Client represents, warrants and covenants that: it will comply with all (i) all terms, conditions and obligations of this User Agreement and (ii) all applicable laws regarding the access to the Portal and/or the use of the Services, if any; and
  2. the information it transmits to the Portal will not infringe upon any intellectual property rights of third parties or other third party rights.

Indemnification

Client shall indemnify and hold Company harmless for any award of costs and damages against Company to the extent that it is based on a claim or demand (i) that constitutes a breach of any of Client's representations, warranties, covenants, agreements or obligations hereunder, or (ii) regarding a damage allegedly suffered as a result or in connection with the use of the Services, if any, in breach of this Agreement.

Disclaimer and Limitation of Liabilities

  1. Company's is liable for damages incurred by Client only to the extent that Company act in a grossly negligence manner or in the case of intentional misconduct and in no event shall the liability of Company hereunder exceed the fees, if any, paid to Company in the year the damage occurred.
  2. In no event shall either Party be liable for any consequential, indirect, incidental, punitive, or special damages, including without limitation damages for loss of profits, revenue, business interruption, loss of data, loss of business information arising out of Client's access to the Portal website and/or use of the Services (even if has been advised of the possibility of such damages).
  3. Company is not responsible for temporary limitations to the Services due to technical maintenance, repair or support, or for problems caused by changes in, or modifications to, the operating characteristics of any computer hardware, operating system or browser application through which the Services are accessible, nor is Company responsible for problems which result from the access to the Portal website and/or use of the Services in conjunction with software of third parties or with hardware which is incompatible with the operating system or the technical specifications provided by the Company.

Term of purchase

We may offer from time to time services and products for a fee. You agree to pay all fees and charges that you incur subject to the payment terms that will be disclosed to you at the time you make your purchases. When you make a purchase from us, you must provide us with a payment method. You must be authorized to use the payment method. You authorize us to charge you for any purchases you make from us using your payment method and for any paid feature of the service for which you choose to sign up or use. Prices and availability of any products or services are subject to change at any time. The software that a customer has purchased is delivered electronically in the form of a license key. The same email conclude the contract and the purchase price is due immediately upon delivery.

Cancelling your purchase

KeyLemon Software License is non-refundable. KeyLemon DOES NOT PROVIDE REFUNDS OR CREDITS. By providing KeyLemon with your payment account information, you hereby agree to these payment terms and conditions.

Term and Termination

  1. Company may immediately terminate this Agreement and use of the Product immediately if (i) Client breaches this Agreement, (b) Client repeatedly infringe upon Company's or third parties' intellectual property rights, or (c) Company is unable to verify any registration information provided by Client. Either party may terminate this User Agreement at any time with seven (7) days prior written notice.
  2. Termination of this User Agreement for any reason shall not relieve Client's obligation to make immediate and full payment to Company for any amounts, if any, then due and/or payable, without any claim to reimbursement of monies already paid.

Additional terms

The following policies are part of this Agreement and provide additional terms and conditions related to specific services offered on the Portal:

  1. Company Privacy Policy

Either policy may be changed from time to time. Changes take effect when Company posts them on the Portal. When using the Services through the Portal, Client is subject to any posted policies or rules applicable to the Services, which may be posted from time to time on the Portal. All such policies or rules are hereby incorporated into this User Agreement.

Miscellaneous

  1. No joint venture. The User Agreement does not establish the relationship of a partnership, joint venture, franchise, or principal and agent among the Parties, and neither Party shall have any authority to incur obligations or take other actions on behalf of the other Party to this User Agreement.
  2. Severability and waiver If any of the terms, provisions, or conditions of this User Agreement or the application thereof to any circumstances shall be ruled invalid or unenforceable, the validity or enforceability of the remainder of this User Agreement shall not be affected thereby, and each of the other terms, provisions, and conditions of this User Agreement shall be valid and enforceable to the fullest extent permitted by law. A waiver or consent regarding any term, provision, or condition of this User Agreement given by Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
  3. Notices. Notices and other communications required to be given hereunder shall be effective when sent by either party by registered or certified mail to the other party at the address set forth on the first page of this User Agreement or to such other address as one party may from time-to-time designate by written notice to the other.
  4. Impossibility of performance. Neither of the parties hereto shall be liable in damages for any delay or default which is caused by conditions beyond its control, including but not limited to Acts of God, terrorism, war, civil unrest, sabotage, including attack by unknown forms of computer viruses, fire, natural disaster, act of government, strikes or labour disputes, inability of third parties to provide raw materials, power or supplies, or any other act or condition totally beyond the reasonable control of the party in question. The time for performance of any obligation shall be extended for the time period lost by reason of the delay.
  5. Entire User Agreement. The User Agreement constitutes the entire agreement between the Parties regarding the subject matter, superseding all previous communications, representations or agreements, either by written or oral, with respect to the subject matter of this User Agreement. No amendment or modification of this User Agreement shall be made except by a written document signed by the parties to be bound thereby or the successor or assign of such party.
  6. Confidentiality. Client agrees at all times to keep in strictest confidence the terms of the User Agreement, all proprietary or confidential information relating to/or acquired from Company and shall use such confidential information solely for the purpose of fulfilling its obligations under this User Agreement. In particular, during negotiation talks, as well as during the course of the User Agreement and afterwards, Client undertakes to keep secret all information whatsoever, pertaining to Company, in particular the Portal, the Services, Company's customers, personal and organization. Unless specifically prohibited to do so by the other party, either Party remains free to mention the existence of the Agreement for marketing purposes. Client shall use all reasonable and prudent efforts to protect and safeguard Company's confidential information from misuse, loss, theft, publication or the like. Client shall maintain all user accounts and passwords confidentially and shall not disclose or distribute them to non-authorized parties nor provide access to the Portal or use of the Services to other persons through use of its user accounts or passwords.
  7. Precedence. In case any provision of the User Agreement conflicts with terms contained in any terms published on the Portal, the User Agreement shall prevail unless such mutually agreed upon conflicting terms expressly refer to this section.
  8. Survival. The provisions of sections 5, 8, 9, 10, 12, 13 and 14 shall survive the termination of this User Agreement.
  9. Successors and assigns. Client may not transfer or assign any of its rights or obligations under this User Agreement without the prior written consent of Company. Company may freely transfer or assign its rights or obligations under this User Agreement without the prior written consent of Client. Subject to the foregoing, this User Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
  10. Headings: The sections's headings contained in the User Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of the User Agreement.

Governing Law and Jurisdiction

  1. This User Agreement shall be governed and interpreted in accordance with the laws of Switzerland, without regard to principles of conflict of laws and without regard to the UN Convention on the International Sale of Goods (CISG).
  2. Any dispute, controversy or claim arising out of or in connection with this User Agreement, shall be submitted to the ordinary courts of the seat of the Company.

Logo Policy

The logos must be used as provided by KeyLemon S.A. with no changes, including, but not limited to, changes in the color, proportion, or design, or removal of any words, artwork, or trademark symbols. The logos may not be animated, morphed, or otherwise distorted in perspective or appearance.

The logo must stand alone and may not be combined with any other object, including, but not limited to, other logos, words, graphics, photos, slogans, numbers, design features, or symbols.