Terms and conditions for using SafeKeyLab services.
Last updated: January 2025
"Agreement" means these Terms of Service together with any Order Form, Statement of Work, or Master Service Agreement executed between the parties. "Customer," "you," or "your" refers to the entity or individual agreeing to these terms. "SafeKeyLab," "we," "us," or "our" refers to SafeKeyLab, Inc., a Delaware corporation. "Services" means the AI security platform, APIs, software, and related services provided by SafeKeyLab. "Customer Data" means any data, content, or materials submitted by Customer to the Services. "Confidential Information" means any non-public information disclosed by either party.
Subject to these Terms and payment of applicable fees, SafeKeyLab grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your internal business purposes during the subscription term.
You shall not:
SafeKeyLab IP: SafeKeyLab and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. The Services are protected by copyright, trade secret, patent, and other intellectual property laws. No rights are granted to you except as expressly set forth herein.
Customer Data: You retain all rights to Customer Data. You grant SafeKeyLab a limited license to process Customer Data solely to provide the Services. We do not acquire any ownership rights in Customer Data.
Feedback: If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you hereby assign to SafeKeyLab all right, title, and interest in such Feedback and agree that SafeKeyLab may use Feedback without restriction or compensation.
Reservation of Rights: All rights not expressly granted herein are reserved by SafeKeyLab. Nothing in this Agreement grants any right to use SafeKeyLab trademarks, trade names, or logos without prior written consent.
Each party agrees to: (a) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only for purposes of this Agreement; (c) not disclose Confidential Information to third parties except to employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as protective as these terms.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.
Either party may disclose Confidential Information if required by law, provided the disclosing party gives reasonable notice to allow the other party to seek protective measures.
SafeKeyLab processes Customer Data solely to provide the Services. We implement industry-standard security measures including encryption at rest (AES-256) and in transit (TLS 1.3), access controls, and audit logging. Our security practices are validated through SOC 2 Type II audits.
No Training: SafeKeyLab does not use Customer Data to train machine learning models or for any purpose other than providing the Services.
Data Retention: Customer Data is retained only for the duration necessary to provide the Services and as required by law. Upon termination, Customer Data will be deleted within 30 days unless legally required to retain.
Limited Warranty: SafeKeyLab warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term. Customer's sole remedy for breach of this warranty is re-performance of the non-conforming Services or, if SafeKeyLab cannot cure the non-conformance within 30 days, termination and pro-rata refund of prepaid fees.
By SafeKeyLab: SafeKeyLab will defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Services infringe a valid U.S. patent or copyright, provided Customer promptly notifies SafeKeyLab, gives SafeKeyLab sole control of defense and settlement, and provides reasonable cooperation.
By Customer: Customer will defend, indemnify, and hold harmless SafeKeyLab and its officers, directors, employees, and agents from any third-party claims arising from: (a) Customer's use of the Services in violation of this Agreement; (b) Customer Data; (c) Customer's violation of applicable laws; or (d) any dispute between Customer and its end users.
This Agreement commences upon your first use of the Services and continues until terminated. Either party may terminate for material breach if the breach remains uncured for 30 days after written notice. SafeKeyLab may suspend or terminate access immediately if: (a) required by law; (b) Customer's use poses a security risk; (c) Customer fails to pay fees when due; or (d) Customer becomes insolvent.
Effect of Termination: Upon termination: (a) all licenses granted herein terminate; (b) Customer shall cease all use of the Services; (c) each party shall return or destroy Confidential Information of the other party; (d) Customer shall pay all amounts due. Sections 3, 4, 6, 7, 8, 11, 12, 13, 14, and 15 survive termination.
The Services may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Customer agrees to comply with all applicable export laws and regulations. Customer represents that it is not: (a) located in, or a national or resident of, any country subject to U.S. trade sanctions; (b) on any U.S. government restricted party list; or (c) owned or controlled by any such person or entity.
If Customer is a U.S. government entity or contractor, the Services are "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Use, duplication, and disclosure are subject to the terms of this Agreement and applicable FAR/DFARS provisions. Contractor/manufacturer is SafeKeyLab, Inc., 1111B South Governors Avenue #28057, Dover, DE 19904.
Binding Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS in San Francisco, California, under its Comprehensive Arbitration Rules. The arbitration shall be conducted by a single arbitrator with experience in technology licensing disputes. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
Class Action Waiver: ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable, the dispute shall proceed in court rather than arbitration.
Exceptions: Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights or Confidential Information without first arbitrating.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For matters not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware.
Entire Agreement: This Agreement, together with any Order Forms or SOWs, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification of this Agreement shall be effective unless in writing and signed by both parties.
Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.
Waiver: No failure or delay by either party in exercising any right shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.
Assignment: Customer may not assign or transfer this Agreement without SafeKeyLab's prior written consent. Any attempted assignment in violation of this section is void. SafeKeyLab may assign this Agreement to any successor by merger, acquisition, or sale of all or substantially all of its assets.
No Third-Party Beneficiaries: This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government actions, or internet service failures.
Notices: All notices shall be in writing and sent to the addresses specified in the applicable Order Form, or to legal@safekeylab.com for SafeKeyLab. Notices are effective upon receipt.
Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.
For questions about these terms, contact us at:
SafeKeyLab, Inc.
Attn: Legal Department
1111B South Governors Avenue #28057
Dover, DE 19904
Email: legal@safekeylab.com