End User Licence Agreement

Keyway End User Licence Agreement

Effective date: [[EFFECTIVE DATE]] Licensor: Seibs Management Co LLC, a Florida limited liability company, of [[REGISTERED ADDRESS]] ("Keyway", "we", "us").

This agreement governs the Keyway desktop software: the tray application, the Keyway Core, and the modules you buy. Your use of keywaysuite.com, the store and your billing account is governed by the Terms of Service. If you use the Hosted service, the Terms of Service and the Data Processing Addendum apply as well.

By installing or using the software you agree to this agreement. If you are agreeing on behalf of a business, you confirm you may bind it, and "you" means that business.

1. Plain summary

This summary is not the agreement, and where it differs from the sections below, the sections govern.

• You may install and run the modules you have bought, in the deployment mode you bought them for, for the number of people or the business named in your order.
• The software checks your licence locally, not by contacting us. It keeps working when your internet does not, for a defined period.
• Your data is yours. In Solo and Office modes we never receive it.
• If you stop paying, the software does not delete anything. After your licence period and a grace period it becomes read-only, and you can still read, search, print and export everything you captured.
• You may not copy the software beyond your licence, work around the licence checks, or take the software apart, except where the law says you may.

2. Definitions

3. What the licence grants

Subject to your payment and to this agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence, for as long as your subscription is current, to:

1. Install and run the Software in the Residency stated in your Order.
2. Use the Modules your Order covers, and the substrate features every organisation gets: writing to your own records, storing your own documents, approving agent actions, single sign-on, and bulk export.
3. Let your people use it, up to the number of Seats your Order covers, or across your business where your Order is priced per business.
4. Make copies for backup and disaster recovery, provided the copies carry the same notices and are not run concurrently beyond your licence.

3.1 Which install, and machine binding

A Licence Token is issued for a specific Install and is bound to it:

Ordinary hardware maintenance does not break your licence. If the fingerprint stops matching, for example after a disk or network card is replaced, the Software moves to a grace state and asks you to reactivate. It does not revoke your licence and it does not stop you working.

3.2 Seats above your Order

Adding a person beyond your included Seats always succeeds. The Software warns you, tells you the extra Seat price, and the additional Seats are billed as set out in the Terms of Service. Nobody is ever locked out of the Software to enforce a Seat count. If you want a hard limit, you can set one yourself.

4. The offline licence, and what it means for you

This section describes behaviour a reviewer would not otherwise know to ask about. It is deliberately specific, because customers rely on it.

4.1 The Software decides locally

The Software does not contact us to decide whether you may work. It reads a signed Licence Token held on your machine and answers from that. A network failure, a firewall, a captive portal or an expired certificate on our side never reduces what you may do.

4.2 Validity periods

4.3 Renewal without an internet connection

If your Install cannot reach us, you can renew by hand: the Software produces a short text blob, you paste it into a page at portal.keywaysuite.com from any connected device, and you paste the answer back. An office with no internet at all can run the Software indefinitely this way.

4.4 The system clock

Because expiry is decided on your machine, the Software checks that your clock has not been moved backwards. If the clock reads more than 24 hours earlier than the last time the Software ran, it moves to read-only until the clock is corrected. It also refuses a Licence Token older than the one it already holds, so restoring an old backup does not extend a licence.

You agree not to alter the system clock, the sealed licence store, or any part of the Licence Token in order to extend or widen your licence.

4.5 What we get from a renewal

A renewal sends your organisation identifier, your entitlement keys, your Seat count and your expiry date, and a usage report of meter names, integer quantities and the period they cover. It carries none of your business content, and this is a fixed property of the product rather than a setting.

5. What happens when a subscription lapses

The Software has four states. Losing entitlement moves you down the list; it never deletes anything.

5.1 Non-payment

If an invoice goes unpaid, the Software keeps working with a banner for the first 20 days. From day 21 it becomes read-only. Paying restores it.

5.2 Cancellation of a module

Removing a Module from your subscription makes that Module read-only. Everything that Module captured or produced stays where it is, stays searchable, stays exportable, and stays subject to your retention settings and nothing else. Scheduled jobs the Module owned stop running and are not deleted. If you buy the Module again it returns to exactly the state it was in, with no reconfiguration and no re-consent.

5.3 Revocation

Two different things share the word, and they are separate:

• Licence revocation. We may revoke a Licence Token where you materially breach this agreement, where the subscription was obtained fraudulently, or where required by law. A revoked licence takes effect at the Install's next successful renewal and moves it to read-only. It does not delete your data.
• Device revocation. You, as the administrator, can revoke a device from your own organisation, for example a stolen laptop. That is immediate and permanent for that install identifier: the device cannot re-enrol under it.

6. Your data is yours

1. You own Your Data. Nothing in this agreement transfers any interest in it to us.
2. In Solo and Office modes we do not receive it. No audio, no transcript and no business record leaves your machine or your network as part of the Software's normal operation. What does leave is listed in the Privacy Policy and in section 4.5 above.
3. Losing an entitlement never costs you data. No change to your subscription, your payment status or your trial deletes, hides, anonymises, truncates, watermarks or de-references anything. Deletion happens only through your own retention settings or an explicit deletion you request.
4. Export is permanent. The right to bulk export is granted when your organisation is created and is not removable by any subscription change, cancellation or payment failure. There is no export fee and no notice period.

7. Recording, consent and your responsibility

The Software records conversations when you ask it to. Recording law varies by country and by state, and it is your responsibility to comply with it.

What we provide:

• Consent rules configured per jurisdiction, with a default for your organisation.
• Four consent modes: all-party, one-party, notes-only and not-required.
• A spoken announcement that plays into the call, with an option to require it.
• In all-party mode, if the announcement cannot be played, the recording does not start.
• A notes-only mode in which the other party's audio is discarded inside the recorder and never written to disk. It is not a filter applied afterwards.
• A standing refusal on a contact record, which forces notes-only for that person regardless of your organisation default.
• A record on every session of the consent mode, whether the announcement played, and which jurisdiction was applied, plus a per-participant consent state.
• An audit entry for every change to the consent configuration.

What is yours:

• Deciding what the law requires where you and the other party are.
• Configuring the Software to match, and attesting to that configuration.
• Telling the people you record what you are doing, where the law requires it.

We do not advise on recording law and nothing in the Software is legal advice.

8. What you may not do

You may not, and may not permit anyone else to:

1. Copy, distribute, sell, rent, lease, lend, host as a service, or otherwise make the Software available to anyone outside your business.
2. Use the Software beyond the Modules, Seats, business or Residency in your Order.
3. Circumvent, disable, tamper with or falsify the Licence Token, the entitlement checks, the sealed licence store, the machine fingerprint, the sequence counter or the clock checks.
4. Remove or obscure any proprietary notice.
5. Reverse engineer, decompile or disassemble the Software, or attempt to derive its source code, except to the extent that applicable law expressly permits it despite this restriction. Where the law gives you a right you cannot waive, for example to obtain interoperability information, that right is unaffected, and we ask that you contact us first at [[LEGAL NOTICES EMAIL]] so we can supply what you need.
6. Use the Software to break the law, including recording law, or to process data you have no right to process.
7. Use the Software to build a competing product, or benchmark it for publication without our written consent.

9. Updates, and what we do not promise

• Updates are delivered as signed packages you choose to apply. In Solo and Office modes, applying an update is your decision and your action.
• We may change, add or remove features between versions. We will not remove your ability to read or export data you have already captured.
• We do not promise that updates will be provided, that defects will be fixed, or that any particular version will remain available. Support, where it is offered, is described in the Terms of Service.

10. Support access to your machine

We have no access to your machine, your server or your data in Solo or Office mode. If you ask us for remote support and grant access, that access is:

• specific to what you granted;
• revocable by you at any time;
• recorded in your own audit log; and
• governed by a separate written agreement if it involves us handling your data.

11. Term and termination

1. This agreement starts when you first install or use the Software and runs for as long as you hold a licence.
2. You may stop at any time. Cancellation is covered by the Refund and Cancellation Terms.
3. We may terminate this agreement if you materially breach it and do not fix the breach within 30 days of written notice, or immediately if the breach is a circumvention of section 8.3 or an unlawful use under section 8.6.
4. On termination: your right to install new copies and to capture new records ends. Your existing Install continues to run until its Licence Token expires and its grace period elapses, and then becomes read-only. Your data stays on your machine, stays readable and stays exportable. We do not reach into your Install to delete anything, and in Solo and Office mode we could not.
5. Sections 6, 8, 12, 13, 14 and 15 survive termination.

12. Warranty disclaimer

The Software is provided "as is" and "as available", without warranty of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title or non-infringement. We do not warrant that the Software will be uninterrupted, error-free, or that transcripts, summaries or extracted information will be accurate or complete.

Automatically produced text is a draft, not a record of fact. Transcription and any summarising, extraction or drafting the Software performs may be wrong, and you are responsible for checking anything you rely on.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.

13. Limitation of liability

To the maximum extent permitted by law:

1. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost data, however caused.
2. Our total liability under this agreement is limited to the fees you paid us for the Software in the 12 months before the event giving rise to the claim.
3. These limits do not apply to your payment obligations, to either party's liability for fraud or wilful misconduct, or to any liability that cannot be limited by law.

Some jurisdictions do not allow these limitations, so parts of this section may not apply to you.

14. Third-party components

The Software includes third-party components licensed under their own terms. Those terms are supplied with the Software and, where they conflict with this agreement in respect of the component, they govern that component.

15. General

• Governing law. This agreement is governed by the laws of [[GOVERNING LAW: STATE]], without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• Venue. [[VENUE: COUNTY, STATE]].
• Assignment. You may not assign this agreement without our consent, except to a successor to your business. We may assign it in connection with a merger, acquisition or sale of assets.
• Entire agreement. This agreement, the Terms of Service, the Privacy Policy, the Refund and Cancellation Terms, and any Order form, are the entire agreement between us about the Software.
• Severability. If a provision is unenforceable, the rest stands.
• No waiver. Not enforcing a provision is not a waiver of it.
• US Government. The Software is commercial computer software. Government use is subject to this agreement.
• Export. You will comply with applicable export and sanctions laws.
• Notices. To us at [[LEGAL NOTICES EMAIL]] and [[REGISTERED ADDRESS]]. To you at the email address on your account.
• Changes. We may update this agreement for future versions of the Software. Continued use of a version after its terms change means you accept them, and we will make the previous version available on request.