KEYNOTE SYSTEMS, INC. - WEBSITE TERMS OF USE

Last Updated March 31, 2014

Ownership of Site; Agreement to Terms of Use

These Terms of Use (“Terms of Use”) apply to the Keynote web site located at www.keynote.com and all Keynote affiliated sites linked to www.keynote.com by Keynote and its subsidiaries (collectively, the “Site”). The Site is the property of Keynote Systems, Inc. (“Keynote”) and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

Keynote reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes.

Content

All text, data, graphics, photographs, trademarks, logos, sounds, artwork and software (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Keynote, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Terms Applicable to Specific Content and Areas of Site

Some areas of the Site or Content provided on or through the Site may have additional rules, agreements or other terms and conditions that apply to your access or use of that area of the Site or Content (“Special Terms”). If there is a conflict or inconsistency between these Terms of Use and the Special Terms for a specific area of the Site or for specific Content, the Special Terms have precedence with respect to your access and use of that area of the Site or Content.

Use of Software and Services

Your use of downloadable software or software-as-a-service (collectively, “Software”) and services offered through the Site (“Services”) is subject to all agreements/Special Terms applicable to such Software and/or Services, such as a subscription agreement that either accompanies the Software or that is offered up for your agreement prior to using/accessing the Software or Services.

Use of Materials

Keynote may make available on the Site data, messages, text, images, photographs, graphics, audio and video such as podcasts and Webcasts, and documents such as press releases, white papers and product data sheets ("Materials"). You may download Materials purposely made available for download, and store and display them on your computer, and you may view, listen to, play and print Materials that Keynote publishes or broadcasts on the Site, all subject to the following: (a) the Materials may be used solely for your personal, informational, noncommercial purposes; (b) the Materials may not be modified or altered in any way; and (c) the Materials may not be redistributed.

Prohibited Use

  • Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way without Keynote’s express prior written consent.

  • You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Keynote server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

  • You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site.

  • You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Keynote, including any Keynote account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

  • You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

  • You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use.

Accounts, Passwords and Security

Certain features or services offered on or through the Site may require you to open an account (including setting up a Keynote ID and password). If any of the features or services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as required by the applicable registration form. Access to and use of password protected or secure areas of the Site is restricted to authorized users only. You agree not to share your password(s), account information, or access to the Site with any other person. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Site. You agree to notify Keynote immediately of any use of your password(s) or account(s) that you did not authorize.

Privacy

Keynote’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. To view Keynote’s Privacy Policy, click here.

Links to Other Sites and to the Keynote Site

The Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Keynote’s control, and Keynote is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Disclaimers

KEYNOTE DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. KEYNOTE CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. KEYNOTE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KEYNOTE DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY KEYNOTE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST KEYNOTE FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT.

Keynote reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL KEYNOTE BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF KEYNOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, KEYNOTE IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR ANY CONTENT, KEYNOTE’S LIABILITY SHALL IN NO EVENT EXCEED US$100.00.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. ONLY TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE DO NOT APPLY, AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

Indemnity

You agree to indemnify and hold Keynote, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Keynote by any third party due to or arising out of or in connection with your use of the Site.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Santa Clara County, California, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In the event of any controversy or dispute between Keynote and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Export Restrictions/Legal Compliance

You may not access, download, use or export the Site, or the Content provided on or through the Site, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any services and products of Keynote in violation of any such restrictions, laws or regulations. Neither the services or products of Keynote nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By agreeing to these Terms of Use, you confirm that you and any employees and agents who may access the Content and Services are not listed on any governmental export exclusion lists and will not export or re-export the Content to any country embargoed by the U.S. or to any specially denied national (SDN) or denied entity identified by the U.S.

Miscellaneous

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Keynote with regard to your use of the Site. Keynote’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Keynote of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Keynote and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us.

Feedback and Information

Any feedback you provide at this Site shall be deemed to be non-confidential. Keynote shall be free to use such information on an unrestricted basis.

Copyright © 2014 Keynote Systems, Inc. All rights reserved.
Keynote Systems, Inc., 777 Mariners Island Blvd., San Mateo, California 94404 USA.