Terms and Conditions

These Terms and Conditions (the “Terms”) are a binding agreement between [TBD: KeenEdge’s registered legal entity name, entity type and state of formation] (“KeenEdge”, “we”, “us” or “our”) and the business that registers for or uses KeenEdge (“Customer”, “you” or “your”). They govern your use of the KeenEdge website, software, sandbox, application programming interfaces and related services (together, the “Service”).

KeenEdge is business software for Amazon sellers. It recommends and, when you enable it, automatically changes the prices of your Amazon listings. Automated pricing can cause financial loss. Please read these Terms carefully, especially Section 5 (paid plans), Section 9 (repricing risks), Section 15 (disclaimers) and Section 16 (limitation of liability).

Current status at a glance

• KeenEdge does not currently sell paid subscriptions, offer trials of paid plans, or collect payment card or other payment information. No fees are charged.
• Self-service registration is not open yet.
• The Sandbox is a simulated storefront. It uses sample data, needs a KeenEdge account but no Amazon seller account, and never changes live Amazon prices.
• Plans and prices on our pricing page are proposed and are not an offer to sell. These Terms do not yet contain billing, renewal, cancellation or refund terms (see Section 6).
• Connecting an Amazon account never turns on live repricing. Price changes are sent to Amazon only after you separately enable live repricing.

1. Acceptance of These Terms

1.1 Agreement. You accept these Terms when you check the acceptance box or click to agree during registration, or when you access or use the Service after these Terms have been presented to you. If you do not agree, do not register for or use the Service.

1.2 Authority and age. The individual who registers or accepts these Terms represents that they are at least 18 years old, that they are accepting on behalf of a business, and that they have authority to bind that business. “You” then means that business. If the individual does not have that authority, they must not accept these Terms or use the Service.

1.3 Business use only. The Service is offered only to businesses and for business purposes. You confirm that you are not entering into these Terms as a consumer for personal, family or household purposes.

1.4 Related documents. If you later buy a paid plan, these Terms will include the plan, price and billing details you accept for it (an “Order”). These Terms incorporate our Privacy Policy, which explains how we handle personal information. If these Terms conflict with an Order, the Order controls only for the plan, price and billing period it describes.

1.5 Key terms. In these Terms:

• “Amazon Information” means information KeenEdge receives from Amazon through a seller account you connect, including through Amazon’s Selling Partner API, and anything derived from it. Values from Amazon that appear in files you upload are also Amazon Information.
• “Business Data” means information you or your users provide to the Service directly, other than Amazon Information, such as product costs (COGS), supplier and vendor details, and your pricing policies, strategies, settings and instructions.
• “Customer Data” means Business Data, Amazon Information and the records the Service creates for your account.
• “Live Repricing” means the Service automatically sending price changes to your Amazon listings.
• “Sandbox” means the simulated storefront in the Service, which uses sample products, costs, fees and market conditions and does not connect to Amazon.
• “Subscription Fees” means the fees for your paid plan, as shown in your Order.
• “Users” means the individuals you allow to access the Service under your account.

2. License and Prohibited Uses

2.1 License. Subject to these Terms and payment of applicable fees, KeenEdge grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, while you have access to the Service, to access and use the Service for your internal business purposes, within the limits of your plan.

2.2 Prohibited uses. To the maximum extent permitted by law, you will not, and will not allow anyone else to:

1. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service;
2. attempt to discover or reconstruct KeenEdge’s source code, algorithms, pricing logic, models or system architecture, including by systematically probing the Service with inputs designed to reveal how it works;
3. circumvent, disable or interfere with security features, access controls, usage limits, active-SKU limits or other plan restrictions;
4. copy, modify, distribute, sell, resell, rent, lease, sublicense or otherwise make the Service available to anyone other than your Users;
5. scrape, extract or export the Service’s proprietary technology, content, documentation or outputs, except your own Customer Data through features we provide for that purpose;
6. use the Service, or knowledge gained through unauthorized access to it, to build or improve a competing product or service;
7. use the Service for any unlawful purpose, for fraud, for price fixing or other coordinated or anti-competitive pricing, or to manipulate any marketplace;
8. use the Service in a way that violates Amazon’s agreements or policies, including Amazon’s pricing policies;
9. upload malicious code, or overload, disrupt or attack the Service or the systems it connects to; or
10. access the Service through automated means other than interfaces we provide or authorize.

2.3 Reservation of rights. We reserve all rights not expressly granted in these Terms. Nothing in these Terms limits any right you have under applicable law that cannot be waived by contract.

3. Accounts and Security

3.1 Account information. You must provide accurate, current and complete registration information, and billing information where it applies, and keep it up to date.

3.2 Your Users. You are responsible for your Users and for all activity under your account, including the pricing settings and instructions they enter. You will make sure your Users comply with these Terms.

3.3 Security. You are responsible for keeping sign-in credentials confidential, limiting access to people who need it, and promptly removing access for people who no longer need it. Tell us promptly at [TBD: support or security contact email] if you suspect unauthorized access to your account.

3.4 Protective suspension. We may immediately suspend access to an account, a User or a feature if we reasonably believe it is necessary to prevent or respond to fraud, misuse, unauthorized access, a security threat, or a risk of harm to you, other customers, Amazon or KeenEdge. We will limit the suspension to what is reasonably necessary, notify you where practicable and lawful, and restore access once the issue is resolved. See Section 18 for what suspension means for Live Repricing.

4. Sandbox and Evaluation Access

4.1 The Sandbox. The Sandbox does not require an Amazon seller account. Activity in the Sandbox is simulated: it uses sample data and never changes your live Amazon listings or prices. Simulated results are illustrations and do not predict actual marketplace results.

4.2 Account required. Using the Sandbox requires a KeenEdge account. Self-service registration is not open yet.

4.3 Access terms. [TBD: decide whether Sandbox access is free, time-limited or part of a trial, whether a payment method is ever required to use it, whether Live Repricing may be enabled before a paid plan starts, and any usage limits.]

4.4 Connecting Amazon. If you connect an Amazon account, Section 8 and Section 9 apply in full, and Live Repricing starts only if you separately enable it.

5. Paid Plans Are Not Yet Offered

5.1 Current status. KeenEdge does not currently sell paid subscriptions, offer trials of paid plans, or collect payment card or other payment information, and it charges no fees. The plans, prices and active-SKU limits shown on our pricing page are proposed, may change, and are not an offer to sell.

5.2 No enrollment. Nothing on our pricing page, in the Service or in these Terms enrolls you in a paid plan or authorizes a charge.

6. Billing, Renewal and Payment Terms

6.1 Not yet in effect. KeenEdge does not process payments, renew subscriptions, issue invoices or retry failed payments today, so these Terms contain no billing terms yet.

6.2 Terms to be decided. [TBD: before any paid plan or trial is offered, add the approved terms for plan selection and Orders, trial eligibility and duration, payment authorization, recurring billing and renewal, plan limits and overages, plan changes and proration, taxes, failed payments, receipts and invoices, price changes, billing disputes and the billing contact, cancellation and refunds, and name the payment processor.]

7. Ending Your Use of the Service

7.1 Stopping use. You may stop using the Service at any time.

7.2 Disconnecting, revoking and closing are different.

7.3 Data after you stop. Section 13.5 describes what happens to Customer Data, including Amazon Information.

8. Amazon Account Authorization

8.1 Authorization. To use features that work with your Amazon seller account, you authorize KeenEdge to access that account through authorization methods Amazon approves for Selling Partner API applications. You authorize KeenEdge to read information from, and, when you enable Live Repricing, to send price changes to, that account on your behalf.

8.2 Connection does not start repricing. Connecting an Amazon account does not activate Live Repricing. Live price changes are sent only after you separately and expressly enable Live Repricing in the Service. Paying for a plan does not enable it either.

8.3 Revoking access. You may disconnect your Amazon account in the Service, or revoke KeenEdge’s access in Amazon Seller Central, at any time. If authorization is revoked, expires or fails, features that depend on it, including Live Repricing, catalog updates and market data, will stop working for that account. Revoking access does not cancel any paid plan you have.

8.4 Your Amazon obligations. You remain responsible for complying with your agreements with Amazon, including the Amazon Services Business Solutions Agreement, and with Amazon’s policies and marketplace requirements, including its pricing policies. You are responsible for the prices of your listings and for your Amazon account standing.

8.5 Amazon’s rules on data. Amazon Information is subject to Amazon’s agreements and policies for Selling Partner API developers. KeenEdge will use Amazon Information only as those rules allow. Where those rules are stricter than these Terms, those rules control.

8.6 Independence from Amazon. KeenEdge is an independent software provider. KeenEdge is not Amazon, is not affiliated with or endorsed by Amazon, and does not control Amazon’s systems, policies, data, fees, Featured Offer (Buy Box) selection or decisions about your account.

9. Automated Repricing and Your Responsibilities

9.1 Automated repricing carries risk. Automated repricing can change prices quickly and across many listings. You understand and accept that it carries inherent financial and operational risks, including:

• incorrect or unexpected pricing decisions;
• software defects and bugs;
• calculation errors;
• inaccurate, missing or outdated cost, fee or market information;
• incorrect configuration by you or your Users;
• delayed, partial or failed price updates;
• marketplace volatility and competitor behavior;
• Amazon API failures, throttling or rate limits;
• prices below your intended margin or below cost;
• unintended price changes; and
• system outages or interruptions.

9.2 Your responsibilities. You are responsible for:

• your pricing strategies and the settings you choose, including minimum and maximum prices, price floors, change caps and margin targets;
• the accuracy and completeness of the costs, fees and other inputs you provide;
• your product listings, inventory and fulfillment;
• reviewing decisions and monitoring your prices, especially after enabling Live Repricing or changing settings;
• using the pause, freeze and stop controls when needed; and
• your marketplace compliance and all other business decisions.

9.3 Your instructions control. The Service makes pricing decisions based on your configuration and the data available to it. Prices set by the Service under your configuration are your prices. Sales made at those prices are your sales, made under your agreements with Amazon and your buyers.

9.4 Guardrails reduce risk; they do not eliminate it. Price floors, boundaries, change caps, simulations, explanations and other safeguards are designed to reduce the risk of unwanted prices. They depend on accurate inputs and working systems, and they do not guarantee that a loss cannot occur.

9.5 No guaranteed outcomes. KeenEdge does not guarantee profitability, increased revenue, sales volume, Featured Offer (Buy Box) placement, ranking, or any other marketplace or business outcome. Estimates, margins, simulations and replays are informational and may differ from actual results.

9.6 AI-assisted features. Some features, such as the KeenEdge Assistant, use AI to generate answers. AI output can be inaccurate or incomplete. Verify important figures in the Service before acting on them.

9.7 Errors at Amazon. KeenEdge cannot reverse a price change once Amazon accepts it, or cancel orders placed at a price. Whether an order can be canceled or adjusted is governed by your agreements with Amazon and your buyers.

10. Service Availability and Third-Party Dependencies

10.1 No guarantee of uninterrupted service. We work to keep the Service available and reliable, but we do not guarantee that it will be uninterrupted, timely or error-free.

10.2 What can affect the Service. The Service may be affected by:

• planned maintenance, which we will try to schedule to limit disruption, and unplanned maintenance;
• software defects;
• failures of cloud infrastructure or hosting providers;
• disruptions, changes or limits in Amazon’s APIs;
• changes to third-party platforms, policies or data;
• internet and network connectivity failures; and
• marketplace throttling and authorization problems.

When these occur, price updates may be delayed, skipped or not applied, and data shown in the Service may be incomplete or out of date.

10.3 Third-party services. The Service depends on services we do not control, including Amazon and our infrastructure and payment providers. We are not responsible for their availability, accuracy or acts, and their terms may apply to your use of them.

10.4 Safety pauses. We may pause, limit or turn off Live Repricing or other functionality, for one account or for all customers, when we reasonably believe it is necessary for safety, security, data integrity, or compliance with law or Amazon’s requirements, for example if we detect anomalous pricing behavior or unreliable market data. We will notify affected customers where practicable. When Live Repricing is paused, your listings keep the prices last set on Amazon.

10.5 Changes to the Service. We may update and change the Service. We will not materially reduce the core functionality of your paid plan during a billing period you have already paid for, except as needed for security, legal or Amazon compliance reasons.

11. Your Data

11.1 You own your data. As between you and KeenEdge, you keep all ownership rights you have in your Business Data, such as COGS files, vendor information and your proprietary pricing configurations. KeenEdge does not claim ownership of your Business Data.

11.2 License to KeenEdge. You grant KeenEdge a non-exclusive, worldwide, royalty-free license to host, copy, process, store, transmit, analyze and display Customer Data as reasonably necessary to provide, secure, support and improve the Service, and as described in Section 12 for eligible data. KeenEdge’s service providers may exercise this license on our behalf, under confidentiality and security obligations.

11.3 Amazon Information. Amazon Information remains subject to Amazon’s rights, the agreements between you and Amazon, and Amazon’s agreements and policies for developers. Nothing in these Terms gives KeenEdge rights in Amazon Information beyond what those rules allow.

11.4 Your responsibilities for your data. You represent that you have all rights, consents and permissions needed to provide your Business Data to KeenEdge and to grant the licenses in these Terms, including where your data comes from suppliers under confidentiality or other restrictions. You are responsible for the accuracy and legality of your Business Data.

11.5 Export. Where the Service provides export features, you may use them to export your Customer Data, subject to Amazon’s restrictions on Amazon Information.

12. Aggregated Data and AI Model Development

12.1 What KeenEdge may do. Subject to the limits in this Section, you grant KeenEdge a non-exclusive, worldwide, royalty-free, perpetual license to use Eligible Data, after it has been appropriately de-identified and aggregated, to:

• analyze and aggregate it;
• generate de-identified statistical information;
• train, develop, test, validate and improve KeenEdge’s proprietary AI and machine-learning models;
• develop new software features and analytical capabilities; and
• keep models and eligible de-identified information that were lawfully developed under this Section after your subscription ends.

12.2 Eligible Data. “Eligible Data” means Business Data, and the parts of your account records that do not come from Amazon, such as your configuration choices and approval, pause and override actions. Eligible Data never includes:

• Amazon Information, in any form, including Amazon Information that has been aggregated, de-identified, anonymized, summarized or otherwise transformed, and values from Amazon inside files you upload;
• data whose use would violate Amazon’s agreements or policies, another third-party agreement that applies to the data, our privacy obligations or applicable law; or
• personal information, except as permitted by our Privacy Policy.

Aggregation, de-identification or anonymization does not make Amazon Information eligible.

12.3 Safeguards. KeenEdge will:

• remove or exclude Amazon-derived fields before any customer data is used under this Section;
• de-identify Eligible Data and remove direct identifiers that are not needed;
• not intentionally expose or disclose your identifiable business information, or allow it to be identified, through any model, output or feature; and
• take reasonable steps to reduce the risk that a model output reveals or reconstructs another customer’s confidential information.

12.4 Scope in time. This Section applies to Eligible Data provided on or after the date you accept these Terms. KeenEdge does not currently train AI or machine-learning models on customer data. [TBD: decide whether customers must opt in to, or may opt out of, model development use, and describe the control, consistent with the Privacy Policy.]

12.5 After you leave. If your account closes or you delete data, KeenEdge will stop using that data for new model development. Models already trained under this Section, and de-identified aggregated information created under it, may be kept and used, but never in a way that identifies you or discloses your Business Data.

13. Data Security, Confidentiality, Privacy and Retention

13.1 Security. KeenEdge uses reasonable administrative, technical and physical safeguards designed to protect Customer Data against unauthorized access, loss and misuse, including access controls that limit access to people and systems that need it. No system is completely secure, and we cannot guarantee that unauthorized access will never occur. Our Privacy Policy describes our current safeguards.

13.2 Security incidents. If we become aware of unauthorized access to your Customer Data in our systems, we will notify you without undue delay and as required by law and our agreements with Amazon, and take reasonable steps to contain it.

13.3 Confidentiality. Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Your Business Data is your Confidential Information. KeenEdge’s non-public software, pricing logic, models, documentation and pricing terms are KeenEdge’s Confidential Information. The receiving party will use the other party’s Confidential Information only to perform under or exercise its rights under these Terms, protect it with at least reasonable care, and disclose it only to its personnel, contractors and service providers who need it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public without fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information when required by law, after giving notice where lawful and practicable.

13.4 Privacy. Our Privacy Policy describes how we collect, use and share personal information. You are responsible for providing any notices and obtaining any consents required for personal information you provide to the Service.

13.5 Retention and deletion.

• While your account is open. Your Customer Data stays in your account, subject to Amazon’s rules on Amazon Information.
• After account closure or deletion. We delete or de-identify Customer Data within [TBD: retention period after account closure], except data we must keep for legal, tax, accounting, security or dispute-resolution reasons, and information retained under Section 12.5.
• After Amazon access ends. Disconnecting your Amazon account in the Service deletes the Amazon credentials we store. [TBD: state when and how other Amazon Information is deleted after disconnection, revocation, account closure or an Amazon request, once that deletion is implemented and verified.]
• Backups. Deleted data may remain in backups for a limited period until they are overwritten. [TBD: confirm backup retention.]

Export any data you need before closing your account.

14. Intellectual Property

14.1 KeenEdge’s property. KeenEdge and its licensors own all rights in the Service, including its software and source code, pricing algorithms and logic, simulation engine, models, analytical techniques, documentation, trademarks and logos, and all improvements, enhancements and derivative works that KeenEdge develops, whether independently or using de-identified aggregated information as permitted by these Terms.

14.2 Distinct from your data. Your ownership of your Business Data is separate from KeenEdge’s ownership of the Service. Using the Service does not transfer any KeenEdge intellectual property to you, and providing Customer Data does not transfer ownership of your Business Data to KeenEdge.

14.3 Feedback. If you give us suggestions or feedback about the Service, we may use them without restriction or obligation to you.

14.4 Trademarks. Amazon, Featured Offer and related marks are trademarks of Amazon.com, Inc. or its affiliates. Their use in the Service and on our website is for identification only.

15. Disclaimer of Warranties

15.1 Service provided “as is”. To the maximum extent permitted by law, and except as expressly stated in these Terms, the Service, the Sandbox, simulations, recommendations, estimates, AI output and all other content are provided “as is” and “as available”. KeenEdge disclaims all warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and any warranties arising from course of dealing or usage of trade.

15.2 What KeenEdge does not warrant. Without limiting Section 15.1, KeenEdge does not warrant that:

• the Service will be available without interruption;
• the software will be free of errors or defects;
• calculations, estimates or margins will be perfectly accurate;
• Amazon marketplace information will be accurate, complete or current;
• you will be profitable;
• price protections will prevent unwanted prices under every possible condition; or
• you will achieve any particular business or financial outcome.

15.3 What remains. This Section does not exclude warranties or obligations that cannot be excluded under applicable law, and does not limit KeenEdge’s express commitments in these Terms.

16. Limitation of Liability

16.1 Excluded damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, consequential, special, incidental, exemplary or punitive damages, or for any of the following, whether direct or indirect: lost profits, lost revenue, lost sales, lost margin, business interruption, loss of business opportunities, loss of goodwill, or loss or corruption of data (other than the cost of restoring data from available backups). This applies even if the party was advised that those damages were possible.

16.2 Liability cap. To the maximum extent permitted by law, KeenEdge’s total liability for all claims arising out of or relating to these Terms or the Service, in contract, tort (including negligence), strict liability or any other theory, will not exceed the greater of:

• (a) the Subscription Fees attributable to the six (6) months immediately preceding the event giving rise to the claim; and
• (b) one hundred U.S. dollars (US$100).

For example (using a hypothetical amount solely to illustrate the calculation, not an actual KeenEdge plan price or billing commitment), if your Subscription Fees are US$50 per month, the amount in (a) is US$300. If you prepay an annual plan, the amount in (a) is six-twelfths of the annual Subscription Fee for the subscription year in which the event occurred, not the full annual payment. For a customer who has paid no Subscription Fees, such as a Sandbox user, the cap is US$100. The cap is an aggregate limit for all claims, not a per-claim limit.

16.3 Claims this covers. Sections 16.1 and 16.2 apply to all claims, including claims arising from pricing errors, unwanted or missed price changes, software bugs, calculation errors, inaccurate data, outages, delays, Amazon or other third-party failures, security incidents, and any other problem with the Service.

16.4 Exceptions. Sections 16.1 and 16.2 do not limit:

• liability that cannot be limited or excluded under applicable law;
• liability for fraud, fraudulent misrepresentation or willful misconduct, or for gross negligence where the law does not permit it to be limited;
• your obligation to pay fees owed; or
• your obligations under Section 2.2 (prohibited uses) and Section 17 (indemnification).

16.5 Basis of the bargain. The fees for the Service reflect the allocation of risk in these Terms, including this Section and Section 15. These limits apply even if a limited remedy fails of its essential purpose.

17. Indemnification

17.1 Your indemnity. You will defend KeenEdge and its affiliates, officers, directors, employees and agents against any claim, demand, suit or proceeding brought by a third party (including Amazon, a buyer, a supplier, a competitor or a government authority), and indemnify and hold them harmless from resulting damages, fines, penalties, settlements and reasonable costs, including attorneys’ fees, to the extent it arises from:

• your pricing instructions, settings, strategies and business decisions, and the prices and sales that result from them;
• inaccurate, incomplete or unauthorized data you or your Users provide, including data you did not have the right to share;
• your or your Users’ violation of Amazon’s agreements, policies or marketplace requirements;
• your illegal use of the Service;
• your misuse of the Service, including any prohibited use under Section 2.2; or
• your breach of these Terms.

17.2 Exclusions. Your obligations under Section 17.1 do not apply to the extent a claim is caused by KeenEdge’s breach of these Terms, or by KeenEdge’s fraud, willful misconduct or gross negligence. KeenEdge’s own software errors and outages are addressed by Section 15 and Section 16, not by this Section.

17.3 Procedure. KeenEdge will notify you promptly of a claim (a delay relieves you only to the extent it prejudices you), give you control of the defense and settlement, and provide reasonable cooperation at your expense. KeenEdge may participate with its own counsel at its own cost. You may not settle a claim in a way that admits fault by KeenEdge or imposes obligations on it without KeenEdge’s prior written consent, which it will not unreasonably withhold.

18. Suspension, Termination and Changes

18.1 Suspension. In addition to Section 3.4, we may suspend all or part of the Service if:

• payment is overdue and remains unpaid after we notify you;
• you materially breach these Terms;
• we reasonably believe there is a security threat or a risk of harm; or
• suspension is reasonably necessary to comply with law, a legal order, or Amazon’s requirements.

We will give you notice and an opportunity to fix the issue before suspending where it is reasonable and lawful to do so. While the Service is suspended, KeenEdge stops sending new price changes. Your listings keep the prices last set on Amazon, and you are responsible for managing them.

18.2 Termination by you. You may stop using the Service at any time under Section 7.

18.3 Termination by KeenEdge. We may terminate your account or subscription:

• if you materially breach these Terms and do not cure the breach within 15 days after notice, or immediately for a breach that cannot be cured or that involves a prohibited use, fraud or a security threat;
• if continuing to provide the Service to you would violate law or Amazon’s requirements; or
• for any other reason with at least 30 days’ notice, in which case we will refund any prepaid Subscription Fees for the period after termination.

18.4 Effect of termination. When your subscription or account ends:

• your license to use the Service ends, and Live Repricing stops. Your listings keep the prices last set on Amazon;
• you remain responsible for fees accrued before termination;
• you may export your Customer Data for [TBD: post-termination export period] where the Service allows, after which Section 13.5 applies; and
• Sections 2.2, 6 (for any amounts owed), 11.3, 11.4, 12.1 (for models and information already developed), 12.5, 13, 14, 15, 16, 17, 18.4 and 19, and any other provision that by its nature should survive, survive termination.

18.5 Changes to these Terms. We may update these Terms as the Service and the law change.

• Material changes. We will notify you of a material change by email or in the Service at least 30 days before it takes effect, unless a shorter period is required by law or by Amazon, or the change is needed to address a security risk.
• Acceptance. If you keep using the Service after a change takes effect, the updated Terms apply from that date. If you do not agree, you may cancel before it takes effect. If you cancel because of a material change that adversely affects you, we will refund prepaid Subscription Fees for the remaining period after the change takes effect.
• No retroactive effect. Changes do not apply to disputes that arose before the change took effect. We will not apply a material expansion of our rights to use your data to data collected before the change without your consent.
• The “Last updated” date at the top shows when these Terms last changed.

19. Governing Law, Disputes and General Terms

19.1 Governing law. These Terms are governed by the laws of [TBD: governing state], without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal resolution. Before starting any formal proceeding, the party with a dispute will send the other a written notice describing it, and the parties will try in good faith to resolve it within 30 days. Either party may seek urgent injunctive relief at any time, for example to protect intellectual property or Confidential Information.

19.3 Dispute resolution and venue. [TBD: choose between binding arbitration (including the provider, rules, seat, any class-action and jury-trial waiver, and any small-claims carve-out) and litigation in named courts, and state the exclusive venue and consent to jurisdiction.]

19.4 Time to bring claims. [TBD: decide whether to include a contractual limitation period for claims, and its length.]

19.5 Notices. We may send you notices by email to the address on your account or through the Service. Notices to KeenEdge must be sent to [TBD: legal notice email address; the Privacy Policy currently lists legal@keenedge.ai] and, for formal legal notices, by mail to [TBD: KeenEdge postal address]. Notices are effective when received, or for email, when sent unless the sender receives notice of non-delivery.

19.6 Electronic communications. You agree to receive agreements, notices, receipts and other communications from us electronically. Electronic communications satisfy any legal requirement that a communication be in writing.

19.7 Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in a merger, acquisition or sale of all or substantially all of your business or assets, with notice to us. KeenEdge may assign these Terms to an affiliate or to a successor in a merger, acquisition, reorganization or sale of all or substantially all of its assets. Any other attempted assignment is void.

19.8 Force majeure. Neither party is liable for a delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor actions, government action, failures of internet, utility, cloud infrastructure or Amazon systems, or cyberattacks that occur despite reasonable safeguards.

19.9 Export and sanctions. You will comply with U.S. export control and economic sanctions laws in using the Service, and you represent that you are not located in, or owned or controlled by a person in, a country or on a list subject to U.S. sanctions.

19.10 Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and modified only as needed to make it enforceable, and the remaining provisions stay in effect.

19.11 No waiver. A failure or delay in enforcing any provision is not a waiver of it.

19.12 Relationship. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency or employment relationship.

19.13 No third-party beneficiaries. There are no third-party beneficiaries of these Terms, except the persons indemnified under Section 17.

19.14 Entire agreement. These Terms, including any Order and the documents they incorporate, are the entire agreement between you and KeenEdge about the Service and replace all prior or contemporaneous agreements and understandings about it. Terms in your purchase orders or other business forms do not apply.

19.15 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. If these Terms are translated, the English version controls.

20. Contact

Questions about these Terms can be sent to [TBD: legal contact email].

[TBD: KeenEdge’s registered legal entity name and postal address]