Terms of Use

Published: October 28, 2024

Effective: November 28, 2024

These Terms of Use (hereinafter – Agreement) to use the “Keitaro” software product is made and entered into by and between Apliteni OÜ and YOU

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED ONLINE AS PART OF THE ORDERING PROCESS, REGISTRATION PROCESS, OR SIGNING AN ORDER CONFIRMATION THAT REFERS TO THIS AGREEMENT, OR
BY REGISTERING (ON), OR USING OUR WEBSITE, WEB-BASED APPLICATIONS AND PRODUCTS, CUSTOMER SUPPORT,
YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF THE AGREEMENT GOVERNING YOUR USE OF “KEITARO” SOFTWARE PRODUCTS AND SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “THE USER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND NOT SIGN THE ORDER CONFIRMATION, AND YOU MAY NOT USE THE “KEITARO” SOFTWARE PRODUCT AND ASSOCIATED SUPPORT OPTIONS.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

1. Definitions

“Company” means Apliteni OÜ, Sepapaja tn 6, Tallinn, 15551, Estonia.
"Program" means the Company’s software product “Keitaro”, a self-hosted advertising tracker for affiliate and performance marketing, including any updates, upgrades, bug fixes, distributives, installers, components, parts, and documentation.
“License” means the right to use the Program to the extent permitted by this agreement.
"License Key" means the unique code certified that the License was granted to the User.
“User” means the individual, including a representative of any entity, entered into this agreement and received the License Key from the Company or its official representatives
“Content” means any materials, publications, blog content, graphics, pictures, parts and designs of the Website, text, documents, customer support messages, Q&As, guidelines, playbooks, scripts, data and information, both available on the Website and within the Account.
“Account” means the part of the Website the User may have access to using username and password after registration process.
“Website” means the Company’s website https://keitaro.io/.

2. License to Use the Program

Subject to the terms and conditions of this agreement, the Company grants the User a non-exclusive, non-transferable, non-sublicensable license to use the Program for its declared purpose throughout the User’s business activities and software or web products, by accessing the Program’s features using the License Key.
The Program is installed and hosted (deployed) on the User's or third-party hosting or server in accordance with the Company guidelines at the request of the User.
The License is granted without territorial restrictions.
The License is granted to the User as of the day the License Key is provided.
The License is granted for the paid period, including the trial period, as described below.
Creating an Account is mandatory for obtaining the License.
In the event that the User’s online ordering process or order confirmation is provided for a specific number of end-users, the License is limited to the specified number of end-users. The Program cannot be shared or used by more than one individual unless (and solely to the extent that) the License allows for sharing within the internal organization of the User.
All rights not expressly granted to the User are reserved by the Company and its licensors.

3. Account and Content

To access some Content and to have a right to obtain the License, the User shall create an Account.
The User is responsible for all activity occurring under their Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the use of the Program, Account and the Content, including those related to data privacy, international communications and the transmission of technical or personal data.
Any actions performed using the Account of the User are considered to be performed by the User. The User shall:
1. notify the Company immediately of any unauthorized use of any password or Account or any other known or suspected breach of security,
2. report to the Company immediately and use best efforts to stop immediately any copying or distribution of the Program and the Content that is known or suspected by the User,
3. not impersonate another individual or provide false identity information to gain access to or use the Account or Program,
4. not use the Program, Account and the Content to defame, abuse, harass, threaten or otherwise violate the legal right of others, publish, post, upload, email, or to distribute or disseminate any defamatory, misleading, infringing or unlawful content, to spread disinformation, misinformation, or engage in deceptive practices intended to mislead or deceive others, or to collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.
Sharing of the Account is never allowed. The proper assignment of username and passwords for the Account and adherence to all terms of this agreement and any order confirmation are the sole responsibility of the User. The User is responsible for maintaining the confidentiality of username and password of the Account. Username and password may not be shared by more than one individual and may not be transferred from one individual to another.
The User may use the Program, Account and the Content only for their internal business purposes and shall not:
1. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs,
2. interfere with or disrupt the integrity or performance of the Website, Account, or the Program, or the data contained therein, or the Company’s servers and networks,
3. attempt to gain unauthorized access to the Program, Account or its related systems or networks,
4. take any action that imposes an unreasonably or disproportionately large load on the Company’s infrastructure.
The Company does not own any keyword data, information, performance data, paid search and ad campaigns or material that are used by the User in the Program or in the Account (aggregated data). The User hereby grants the Company a worldwide, royalty-free, non-exclusive right during the term of the License to use, reproduce, create derivative works of, distribute, perform, transmit and publish their aggregated data for the sole purposes of (i) processing aggregated data in connection with providing the User the License and Program, and (ii) storing or hosting the aggregated data in a remote database for access by the User. Aggregated data of the User is accessible only to the User and persons explicitly authorized by the User. Aggregated data is not shared with any third party, provided that the Company reserves the right to compile, analyze and disclose to third parties statistical data (aggregated metrics). The Company shall not be responsible or liable for the deletion, destruction, damage, loss or failure to store aggregated data.
Use of the Account is subject to existing laws and legal process. Nothing contained in this agreement will limit Company’s right to comply with governmental, court and law enforcement requests or requirements relating to the use of the Account and the Program by the User, which may include disclosing aggregated data to the applicable authorities.

4. Restrictions

The User shall not:
1. copy, rent, lease, lend, sell, license, sublicense, distribute, otherwise transfer, provide access or disclose to the others, the Content, the Program and the License Key (and their copies), or embed the Program as a “iframe” or “frame” from within another application,
2. access the Account and the Program for purposes of monitoring its availability, performance or functionality, or for any benchmarking or other competitive purposes,
3. reverse engineer, decompile, disassemble, modify, create derivative works of, adopt, optimize, change or amend the object or source code of the Program, its parts, unless otherwise agreed in writing by the Company, or permitted in the Program’s official documentation issued by the Company.
The Program shall be used for the purposes, as declared in the Program documentation or as follows from the context of the features of the Program.
It is strictly prohibited to use the Program, the Account and the Content for any illegal, unlawful activities, or activities that violate Company’s or third party’s rights, as well as for maintaining, supporting or accompanying such activities or any (software) products that violate applicable laws, the Company’s or third party’s rights, including, but not limited to:
1. to impersonate media outlets, journalists, or other entities, or create or use fake websites, social media profiles, or other digital entities to mimic or impersonate legitimate sources of information,
2. to engage in political activities that violate applicable laws or regulations, including but not limited to manipulating elections, spreading political propaganda, or engaging in activities that undermine democratic processes,
3. to engage in activities that infringe on the intellectual property rights of others, including but not limited to copyright, trademark, and patent rights.

5. Fees and Payment

The User pays the Company the recurring license fee (royalties) for the granted License. Payments shall be made in advance on a periodic basis. The amount of license fee depends on the payment recurring term, numbers of features of the Program and end-users of such features.
The License is granted with a free trial period starting the day the License Key is provided.
Payment recurring term and amounts of fee, as well as the method and procedure for payment, and the duration of a free-trial period are specified on Company's website https://keitaro.io/en/pricing/. Different terms may apply when the User is subject to marketing campaigns, customer loyalty programs, and other similar events running by the Company or its partners.
In the case the User pays for the License with their bank or credit card,
1. the User authorizes the Company, through the designated payment service provider, to charge the User’s bank or credit card on a periodic basis the amount of license fee until the License is terminated or the payments is stopped by the User,
2. payments, including online payments and recurring payments, are processed through the designated payment service provider, and are subject to the terms of service of the designated payment service provider, rules of international payment systems and bank that issued the User’s bank or credit card,
3. the Company does not store the User’s bank and credit card information. All payment information is securely stores and processed by dedicated payment services provider,
4. the User ensures that the bank or credit card is legally used by the User, payment information provided is accurate and up to date, and must promptly update such payment information if any changes occurred,
5. the User has the right to cancel the recurring payment at any time by providing notice through the Company’s or payment service provider’s designated cancellation method, which will be processed without undue delay. Cancellation will take effect at the end of the current billing cycle, unless otherwise specified in payment terms on the Website.
The User has the right to withdraw the License within the free-trial period or 14 days from the effective day of the License (whatever is longer), without giving any reason and without incurring any costs other than those specified in this agreement.

6. Refund

The Company follows a 14-day refund policy for first-time purchases of the License to use the Program. If for any reason the User is not satisfied with their initial purchase, they may request a refund within 14 days of the purchase date, subject to the following conditions:

For a refund, the User must contact the Company within the 14-day period, providing a reason for dissatisfaction with the Program. Please note, this refund policy does not apply to renewals of Licenses.
The refund, if requested and approved, will be processed within 30 days of receipt of the refund request, assuming the Company has confirmed that the Program has been deactivated as required.
The refund will be for the full purchase price, inclusive of taxes.
The Company reserves the right to deny a refund if there is evidence of misuse, abuse, or non-compliance with this license agreement or applicable laws and regulations.
If the User has used a promotional or limited offer, such as an extra month or extra discount, refunds are not available for these offers.

7. Limitations

THE PROGRAM IS PROVIDED "AS IS", WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ERROR-FREE AND RESILIENT WORK OF THE PROGRAM, ITS PARTS AND COMPONENTS, THE USER’S GOALS AND EXPECTATIONS FROM THE PROGRAM, THE ACCURACY AND COMPLETENESS OF THE DATA CALCULATED BY THE PROGRAM, OR ANY OTHER WARRANTIES, UNLESS EXPLICITLY SPECIFIED IN THIS AGREEMENT.
THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES AND LOSSES ARISING OUT OF OR RELATED TO THE USE OR UNAVAILABILITY OF THE PROGRAM, ITS FEATURES, AND DATA CALCULATED BY THE PROGRAM.
IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY TO THE USER FOR ALL DAMAGES AND LOSSES EXCEED THE AMOUNT OF THE LAST LICENSE PAYMENT MADE BY THE USER PRECEDING THE CLAIM.

8. Intellectual Property Ownership

The Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Program, Website, Content, and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the User or any other party relating to the Program, and any aggregated metrics, data and trends compiled by the Company.
This agreement is not a sale and does not convey to the User any rights of ownership in or related to the Program, Website, Content or the intellectual property rights owned by the Company. The Company's name, logo, and the product and service names associated with the Program, Website, Content are protected and owed by the Company or third parties, and no right or license is granted to use them hereunder.
The Website may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Website belongs to the Company and/or its licensors under applicable copyright law.

9. Termination of this agreement

The License shall be terminated in the following cases:
1. Expiration of a paid period and no further payments to extend it,
2. User’s withdrawal from the License,
In addition, the License shall be terminated, and the use of the Account shall be blocked in the following cases:
1. Violation by the User of the License restrictions specified in this agreement, or unauthorized usage of the Program by the User beyond the rights granted by the License,
2. Unauthorized access by the User (or anyone under User’s control or instructions), including by the means of social engineering techniques, to the software or hardware resources of the Company, as well as to distributives, installers, update packs of the Program and lists of license keys,
3. Use of the License Key or the Program (its copy) received, obtained or purchased from third parties that are not authorized by the Company for such distribution.
Terms and conditions of the agreement referring to the use of the Website and Content survive the termination of the License and blocking of the Account.

10. Confidentiality, data protection and privacy

Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed to one another in connection with this agreement during its term and 5 years after.
Any personal data of the User that is processed by the Company in connection with this agreement, subject to the Privacy Notice available at https://keitaro.io/en/privacy-policy-eu/.

11. Third Party Interactions

During use of the Program and Website, the User may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Program and Website. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between the User and the applicable third party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between the User and any such third party.
The Company does not endorse any sites on the Internet that are linked through the Program and Website. The Company provides these links only as a matter of convenience, and in no event shall the Company or its licensors be responsible for any content, products, or other materials on or available from such sites.
The Company provides the Program and Website pursuant to the terms and conditions of this agreement. The User recognizes, however, that certain third-party providers of ancillary software, hardware or services may require the User’s agreement to additional or different license or other terms prior to the use of or access to such software, hardware or services. Program and Website features that interoperate with the external networks, websites, and programs depend on the continuing availability of such entities, as the case may be, application programming interface (API) and program for use with the Program and Website. If such external entities cease to make their software, programs, and services available, as the case may be, on reasonable terms for the Program and Website, the Company may cease providing such Program and Website features and the User shall have no payment obligations, if such payment was applicable, with respect to such Program and Website features for periods following such cessation.

12. General Terms

The Company owns all rights in, or exclusive license to, the Program. The User acknowledges that they acquires no ownership rights in the Program, its parts and components, nor in the copy of the Program and medium of expression in which the Program is fixed.
The Company shall be entitled to adjust the scope of the Program and Account and the underlying technical infrastructure to reflect the continuing development of the Program and technical advances.
The agreement is governed by the law of Estonia, with a competent court in Tallinn, Estonia. Pre-trial dispute resolution procedure (by negotiating claims within 1 month from the date of its receipt) is mandatory.
Should any provision of this agreement be invalid or unenforceable, then the remainder of this agreement shall remain valid and in force.
The User may not assign or transfer any rights or obligations under this agreement without the prior written consent of the Company.
The Company has the right to unilaterally make changes to this agreement, which come into force as of the day its new version is published. By continuing using the Program, Account, or the Website, the User is deemed to have agreed to the new version of this agreement. The User is notified in advance of significant changes to this agreement (fees and limitation of the License).