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LegalBinding Agreement

Terms of Service

Please read these terms carefully before using Keploy Services

Effective: February 2025Updated: February 2025

These Terms of Service (the "Terms") govern access to and/or use of Keploy Services, as defined below.

These Terms ("Terms" / "Agreement") constitute a binding agreement between Keploy, Inc., a Hybridk8s company ("Keploy", "we" or "us"); and individuals or entities who purchase Keploy Services or create an account ("Customer", "you" or "your"). Customer and Keploy are each a "Party" and collectively the "Parties".

§Acceptance of Terms

  • By accessing or using Keploy Services, you accept and agree to abide by these Terms.
  • If you are accessing or using Keploy Services on behalf of an organization or legal entity, you are agreeing to the Terms for that organization and representing to Keploy that you have the authority to bind that organization to the Terms.
  • If your organization has a separate written contract with us, that contract shall govern your use of the Keploy Services. If there is any conflict between these terms and such contract, the provisions of the contract shall prevail.

Important Notice

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT ACCESS OR USE KEPLOY SERVICES.

§Modifications to Terms

We may, in our sole discretion, modify the Terms and notify you via email or by posting notice on any part of the Keploy Services or by updating the "Last Updated" date.

By continuing to access and use Keploy Services, you agree to any such modifications.

If you have any comments or questions regarding the Terms, or wish to report any violation, contact us at support@keploy.io.

§About Keploy Services

Keploy offers a cloud hosted platform and services that enable customers to test their applications. Our services include:

  • Corresponding APIs, documentation or software in connection with such services
  • Onboarding assistance
  • Subsequent enhancements, updates, upgrades and bug fixes as generally made available to customers (collectively "Keploy Services" or "Services")
Services may also include Keploy AI Services (as defined below).

1Definitions

For the purpose of this Agreement, the following terms shall have these meanings:

Account-Related Information
Contact information about Customer and/or Customer's representatives used to access Keploy Services.
Affiliate
Any entity Controlling, Controlled by, or under common Control with the referenced entity.
API
Application interfaces and workflow methods made generally available by Keploy to enable integration, implementation, and interoperability with third party hardware and software.
Confidential Information
Includes hardware and software designs and code; research; inventions; processes; schematics; drawings; product or service specifications and documentation; technical data; business, service, and product plans; marketing plans; forecasts; customer or vendor lists; pricing information; and other confidential business information.
Control
The possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
Customer Content
Data or content the Customer submits to or processes through the Software as part of a test conducted using the Services, including test scripts and screenshots.
Claims
Collectively, claims, demands, suits, losses, damages, liabilities, actions, judgments, and related costs and expenses incurred (including reasonable attorney's fees).
Documentation
Technical documentation provided by Keploy.
Intellectual Property Rights
All forms of intellectual property rights and protections, including patents, trade secrets, copyrights, and trademarks.
Laws
All applicable local, state, federal, foreign and international laws, regulations and conventions, including those related to data privacy, data security, and cross-border data transfers.
Personal Information
Any information that identifies or is capable of being associated with an identified or identifiable living natural person as defined under applicable privacy or data security Law.
Software
The Keploy platform, APIs, or any other software, portal, dashboard or applications including all Documentation, new versions, Updates, enhancements, and modifications.
Update
Bug fixes, patches, minor changes, performance, or error corrections provided as part of Keploy Service.

2Keploy Services

2.1Access

License Grant

Subject to the terms of this Agreement, Keploy grants to the Customer a limited non-exclusive, non-transferrable, non-sublicensable right and license during the Subscription Term, solely for internal business purposes.

This license allows you to:

  • Use the Keploy Services
  • Implement, configure, and permit Permitted Users to access and use the Services
  • Access and use the Documentation

Restrictions

Customer shall not: rent, lease, resell, or sublicense the Services; reverse engineer or decompile; copy or modify; remove proprietary notices; use for unlawful purposes; or run auto-responders or spam.

AI Services

Customer may opt to use AI-powered products and services ("Keploy AI Services"). Such services are subject to the AI Terms.

2.2Target Availability

99.8% Uptime Target

Keploy will use commercially reasonable efforts to make the Services available with uptime of 99.8% for each calendar month.

Uptime calculations exclude unavailability caused by: unauthorized use, internet problems, Force Majeure Events, Customer's equipment, third party systems, or Scheduled Maintenance.

2.3Support

24x7 Support

Keploy provides break-fix support to customers via chat/email with target first response within 24 hours during the support window (00:00 hrs Monday through 23:59 hrs Friday PST).

2.4Permitted Users

Access to Keploy Services is permitted only to Customer, Customer's Affiliates and their respective employees and independent contractors (provided they are not competitors of Keploy).

3Customer Content & Responsibilities

3.1Customer Content and Rights

Customer retains all rights, title and interest (including Intellectual Property Rights) in Customer Content. Customer grants Keploy a non-exclusive, worldwide, royalty-free license to use Customer Content solely to provide the Keploy Services.

Important

The Keploy Services are not designed for use with Personal Information. Customer agrees not to use the Services to collect, store, process or transmit any Personal Information other than Account-Related Information.

3.2Storage & Removal

Customer test execution data and related logs may be stored for a period of 30 (thirty) days from the date of upload/creation.

4Information Security & Personal Information

4.1Information Security

Keploy maintains an information security program with administrative, physical, and technical safeguards designed to:

  • Ensure the security and integrity of Customer Content
  • Prevent unauthorized access or disclosure
  • Protect against threats, hazards and security incidents

4.2Data Processing / Transfer

If Customer wishes to process Personal Information using the Keploy Services, the Data Protection Addendum shall be applicable.

5Ownership

5.1Intellectual Property

Customer acknowledges that Keploy Services contain proprietary materials of Keploy or its licensors. All Intellectual Property Rights in the Keploy Services shall remain the exclusive property of Keploy.

5.2Feedback

Keploy may freely use any feedback, comments, or suggestions submitted by Customer without compensation. Feedback shall be treated as non-confidential and non-proprietary.

6Plan & Payment Terms

6.1Subscription Plan

The prices, features, and options depend on the subscription plan selected. Keploy reserves the right to change prices or alter features without prior notice.

6.2Payment Terms

  • Customer authorizes Keploy to charge its payment method on a recurring basis per Subscription Plan.
  • Customer must notify us about billing problems within thirty (30) days of invoice.
  • All fees are non-refundable.
  • Unpaid invoices are subject to 1.5% per month interest.

7Term and Termination

7.1Term

The term begins on Customer acceptance and continues until the Subscription Plan expires. Plans automatically renew unless otherwise noted.

7.2Termination by Keploy

Keploy may terminate if:

  • Customer fails to pay any amount owed
  • Customer or Permitted User breaches this Agreement
  • Continued use creates legal risk or security threat

7.3Termination for Cause

Either party may terminate if the other fails to cure a material breach within thirty (30) days after written notice, ceases operation, or seeks bankruptcy protection.

7.4Effect of Termination

Upon termination, Customer shall immediately cease all use of Keploy Services.

7.5Survival

The following sections survive termination: Ownership, Payment Terms, Warranties, Indemnity, Limitation of Liability, Confidentiality, and General Terms.

8Warranties and Disclaimers

8.1-8.2Representations

Each Party represents it has necessary authority, will not violate any Law, and shall comply with all applicable Laws. Keploy warrants that its Services shall not infringe third-party IP rights.

8.3 DISCLAIMER: KEPLOY SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. KEPLOY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. KEPLOY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR ANY PARTICULAR PURPOSE.

KEPLOY AI SERVICES: THE KEPLOY AI SERVICES ARE PROVIDED "AS IS" AND ON "AS AVAILABLE" BASIS. KEPLOY DOES NOT MAKE ANY WARRANTY REGARDING KEPLOY AI SERVICES, NOR CAN KEPLOY ENSURE THE ACCURACY, COMPLETENESS, UNIQUENESS, OR RELIABILITY OF AI OUTPUT.

9Indemnity and Limitation of Liability

9.1Indemnification

By Keploy: Keploy will indemnify Customer from third-party Claims arising from breach of warranty under Section 8.2.

By Customer: Customer will indemnify Keploy from Claims arising from failure to comply with Laws, breach of representations, or breach of usage restrictions.

9.2 CONSEQUENTIAL DAMAGES WAIVER: NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

9.3Liability Cap

Maximum Liability

Each party's aggregate liability shall not exceed the amount paid or payable by Customer during the twelve (12) month period preceding the event giving rise to liability.

10Confidential Information

10.1-10.2Confidentiality Obligations

Each Party shall keep Confidential Information secure and may only disclose to Representatives who need to know, provided they are informed of the confidential nature.

10.3Exclusions

Confidentiality obligations don't apply to information that:

  • Is or becomes publicly available
  • Was rightfully known prior to disclosure
  • Is received from a third party on a non-confidential basis
  • Is independently developed
  • Must be disclosed by law

10.4Return of Confidential Information

Upon termination, each Party shall promptly return or destroy all Confidential Information.

11General Terms

11.1 Third Party Content

We make no representations as to the quality, suitability, functionality, or legality of any third-party content.

11.2 Assignment

Neither party may assign this Agreement without written consent, except in a merger or acquisition.

11.3 Severability

The unenforceability of any provision shall not render other provisions unenforceable.

11.4 Governing Law

Governed by laws of the State of California. Disputes resolved in San Mateo County, California, USA.

11.5 Equitable Remedies

The non-breaching Party may seek equitable relief for breach of confidentiality or IP rights.

11.6 Notice

Legal notices effective via courier, certified mail, or email with confirmation.

11.7 Non-Solicitation

Customer shall not solicit Keploy employees during Term and for 1 year thereafter.

11.8 Amendments

Modifications require written execution by authorized representatives of each Party.

11.9 Entire Agreement

These terms capture the complete understanding of the parties.

11.10 Force Majeure

Neither Party liable for delays from unforeseen events beyond reasonable control.

11.11 Independent Contractors

This Agreement does not create partnership, joint venture, employment, or agency.

11.12 Export Control

Customer agrees to comply with all export and import laws of the United States.

12Contact

Keploy Support Team

For questions regarding these Terms

support@keploy.io