The Keeper Security Terms of Use are the standard contract for Keeper’s business products. They sit on a single legal page alongside the Website Terms of Use, Partner Terms, Privacy Policy, Service Level Objectives, Support Service Level Objectives and Usage Guidelines and Information.[1] A customer accepts the SaaS Terms of Use by purchasing through an online ordering platform, by downloading software, or through a process that references the agreement. Where a reseller has incorporated the terms into its own agreement, “Keeper” is read as the reseller acting for Keeper.[1] Catalog source: Keeper Security Terms of Use for Web, SaaS and Partners.
The terms define Software as Keeper’s mobile, desktop and web security applications and platform. Named examples are Keeper Password Manager, KeeperChat, Keeper SDKs and Keeper Connection Manager.[1] An Order is any ordering document that sets out the fees and commercial terms. It can be a website purchase, an executed unexpired quote or another mutually executed document. A customer purchase order is only “evidence of intent to accept the proposed terms”.[1]
Editions
The terms do not differ by edition. The same SaaS Terms of Use govern Business Starter, Business, Enterprise, add-ons and KeeperPAM. The edition and quantities are fixed by the Order.[1] The plans are described in Keeper Security Business and Enterprise plans and add-ons.
Metrics
The terms define Authorized End Users as “individuals who have authorized credentials to access the Software” to store, share and restore confidential information.[1] This is the User metric. The Administrative Console is defined to include “managing the provisioning and removal of Authorized End Users” and “viewing usage data”. The console is therefore the system of record for user counts.[1]
Licence grant and restrictions
Grant (s.2). Keeper grants “a nonexclusive, non-transferable (except as otherwise expressly authorized herein), worldwide, internal only license during the term of this Agreement” for the Services in a valid Order.[1] Catalog proof: Licence is non-exclusive, non-transferable, worldwide and internal only.
Internal use (s.2). Unless agreed in writing, Services are used “only for Customer’s internal business purposes” and “shall not be shared with third parties nor reproduced or copied”.[1] A service provider that wants to manage third parties’ vaults therefore needs the MSP model or the Partner Terms, not a standard subscription. Catalog proof: Services used only for internal business purposes.
Affiliates (s.2). The agreement extends to the customer’s Affiliates. Their acts and omissions are attributed to the customer, and remedies stay with the named entities.[1] Catalog proof: Agreement extends to Affiliates.
Limitations on use (s.2). The customer may not reverse engineer, perform penetration or load testing, “circumvent any security or licensing protocols”, resell or distribute the Services, or create derivative works.[1] Catalog proof: No circumvention of licensing protocols or resale.
Counting / floors
Annual billing (s.3). Access is “subject to annual Subscription Fees”. Unless agreed otherwise these are “billed and collected annually in advance”. Because the Software is delivered in full at purchase, “all fees are nonrefundable and considered earned on receipt”.[1] Catalog proof: Subscription Fees are annual, in advance and non-refundable.
Adding users (s.3). Users can be added at any time in the Administrative Console at then-current rates, or through a quote. They are charged pro rata for the rest of the subscription year. Keeper’s example: a user added after six months is charged “50% multiplied by the per User annual fee”. The full upgraded amount is charged annually from then on, and a standard billing cycle is 365 days.[1] The In-Console Checkout confirmation screen shows the prorated amount before purchase.[2] The terms contain no mechanism for reducing quantities mid-term. Catalog proof: Users added mid-term are prorated.
Payment (s.3). The customer authorises recurring charges to its Payment Method. If no valid Payment Method is provided within seven days of notice, the agreement may be suspended or terminated. Late Undisputed fees may accrue interest at 1.5% per month. Fees disputed in good faith within 30 days are protected while the parties cooperate.[1] Catalog proof: Late payment interest and suspension.
Term, renewal and termination
Price changes (s.3). “Prices, fees and discounts for services are subject to change at the time of the next renewal upon prior written notice.” The terms set no cap on the increase.[1] Catalog proof: Price changes take effect at the next renewal.
Term (s.5). The agreement starts on first use or purchase and runs until all Orders have expired or been terminated. Either party may terminate for convenience, or decline to renew an Order, on at least 30 days’ written notice before the renewal date. That takes effect when all active Orders expire.[1] Catalog proof: Termination for convenience or non-renewal on 30 days notice.
Termination for breach (s.5). Either party may suspend or terminate for material breach. This is immediate for incurable breaches and insolvency, on 10 days’ notice for non-payment of Undisputed fees, and on 30 days’ notice for other uncured breaches. Prepaid unused fees are refunded only where termination is due to Keeper’s material breach.[1] Catalog proof: Prepaid fees refunded only on Keeper material breach.
After expiry (Usage Guidelines s.6). On expiration, accounts convert to Free User accounts. A Free User is limited to one mobile device and ten records. If a paid subscription is not renewed within 90 days, Keeper may delete records that contain files, after notice.[1] Catalog proof: Expired paid accounts convert to Free accounts; files may be deleted after 90 days.
Contract structure
Order of precedence (s.12). “In the event of a conflict, the order of priority shall be (i) any Order, (ii) the DPA, (iii) this Agreement and (v) any referenced policies.” Customer purchase order terms bind Keeper only if it accepts them in writing.[1] Catalog proof: Order of precedence: Order, DPA, Agreement, policies.
Changes to the terms (s.12). Keeper “may modify or replace this Agreement”, effective at a later purchase or renewal, provided the changes “do not materially diminish Customer rights”.[1] Catalog proof: Keeper may replace the terms at the next purchase or renewal.
Assignment (s.12). Neither party may assign, sublicense or transfer the agreement without consent, which may not be unreasonably withheld. Keeper may assign to an affiliate or in a merger, acquisition, reorganisation or sale of substantially all assets.[1] Catalog proof: Assignment or sublicensing requires consent.
Entity, law and venue (ss.1, 12).
| Customer location | Keeper entity | Governing law and venue |
|---|---|---|
| Europe | Keeper Security EMEA Limited | Ireland |
| Japan | Keeper Security APAC KK | Tokyo, Japan |
| Other | Keeper Security, Inc. | Delaware; AAA arbitration in Wilmington, Delaware, except IP disputes |
Source: SaaS Terms of Use s.1 and s.12.[1] Catalog proof: Contracting entity and governing law depend on customer location.
Liability (s.10). Each party’s aggregate liability is capped at the amount paid in the prior 12 months, or twice that amount for indemnification obligations. Indirect and consequential damages are excluded.[1]
Virtualization & partitioning
Not applicable. The terms license users of a cloud service. They contain no rule on hosts, processors or virtual machines.[1]
Cloud / BYOL
Keeper delivers the Services from its cloud. Export is covered by U.S. licence #5D992 for the 256-bit AES encryption, and the customer warrants that it is not a Restricted Person.[1]
Programs
- Evaluation. Trials and free downloads are optional and “without commitment of support”. They may be discontinued at any time and are provided “AS IS”.[1] Catalog proof: Evaluations are provided as is without support.
- Service Level Objectives. The target is 99.9% monthly availability of the Keeper Services API, with a Recovery Time Objective of 8 hours and a Recovery Point Objective of 24 hours. The customer’s “sole and exclusive remedy” for a breach is termination.[1] Catalog proof: 99.9% availability objective; termination is the sole remedy.
- Support tiers. Every customer gets the Free tier. Silver and Platinum require the corresponding support SKUs.[1] Catalog proof: Free support tier included; Silver and Platinum need support SKUs.
- Free Family Plan. A business user’s linked personal Family Plan is “covered by the Keeper Terms and Privacy Policy” and cannot be accessed by the account administrator.[1] It is for personal use only.[3]
Out of scope
- The Data Processing Addendum and Privacy Policy, except where they set precedence.
- The Partner Terms, covered in Keeper Security MSP and partner licensing.
- Keeper’s “Legacy Terms”, linked from the legal page but not retrieved.
- Negotiated Orders and enterprise agreements, which may vary any of the above.