The Key Ward SaaS Subscription Terms of Use (these “Terms”) describe the terms and conditions under which we provide our web services known as Key Ward HUB and Key Ward FLOW (“Services”).
In these Terms, “we”, “us” or “Key Ward” means Key Ward GmbH, Rheinsberger Straße 76/77, 10115 Berlin, commercial register number HRB 249316B; and “you” means the legal entity you represent in accepting these Terms or, if that does not apply, you individually.
IF YOU SIGN UP FOR ANY OF OUR SERVICES USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
Key Ward Services use artificial intelligence to extract data elements (Key Ward HUB) and to generate predictions (Key Ward FLOW) on certain computational fluid dynamic and/or other characteristics of geometric models you provide as input. Our Services are intended solely for professional users who are experts in the use of computational fluid dynamic analysis software or services.
Our Services provide predictions with a high degree of confidence, but like any other predictions they cannot be 100% accurate and are not intended to replace a full computational fluid dynamics analysis. You must always use your own expertise, technical and business judgment, and conduct due diligence, before putting any digital models into physical production.
We may modify or update these Services from time to time. We will notify you about any changes, which materially limit previous functionality, by email or through your User Account.
You must not use these Services if you are a consumer within the meaning of Art 2 of the EU Consumer Directive or section 13 BGB (German Civil Code). If you are a consumer and already paid for these Services, we (or the reseller from whom you purchased them) will refund your fees upon request.
In order to use these Services, you can purchase a Subscription directly from us or from resellers authorized by us.
You may use the Services during the contracted term, and only for your own internal business purposes.
If you are using a free-of-charge trial version of the Services (“Trial Account”), you acknowledge that the functionality of the Services is limited. You may use your Trial Account only for your own testing or evaluation purposes and no profit making or commercial business unless explicitly agreed by the company.
In any event, access to the Services is limited to you and any of your employees, officers, directors, or independent contractors, who you authorized to use the Services, for your benefit only (“Authorized Users”). You are responsible to ensure that your Authorized Users agree with these Terms and the use of their personal data in accordance with our Privacy Statement.
Use of the Services requires you to create a personal user account for you and every one of your Authorized Users (“User Account”).
You must ensure that the credentials for your User Accounts are kept confidential and are not shared between different users. You are responsible for any actions taken using such User Accounts or their passwords.
All users of the Services must be at least 18 years of age.
You must ensure that you and your Authorized Users always comply with all laws applicable to your (and their) use of the Services.
It is your responsibility to obtain any consents or permissions which may be required from third parties, before you upload any data to our Services.
You may not resell or transfer the benefit of the Services, including any outputs provided or displayed by the Services, to any third parties.
You may not send automated service requests to these Services, embed the Services in other web services, scrape or reverse engineer the Services, or participate in, or support any such activity.
We strive to keep Services interruptions to a minimum. However, unless agreed with you individually in writing, we do not guarantee any particular uptime for the Services and we will not have any responsibility for temporary interruptions of our Services.
In any event, way may suspend or inactivate your User Account if (1) we detect activity which we determine may be suspicious or harmful to the Services; (2) you or any of your Authorized Users breach these Terms; or (3) you do not pay us (or the reseller from whom you purchased) the agreed fees when due.
We may offer access to certain features or services, which are still being tested or evaluated. Such features or services are designated as alpha, beta, preview or similarly (“Beta Services”). Notwithstanding any other provisions in these Terms, the following conditions apply to any such Beta Services: (1) You are free to use or decline the use of any Beta Services. (2) We will not offer any support for Beta Services. (3) By using Beta Services, you acknowledge that they may not offer the same reliability, availability or security as the regular Services; (4) Beta Services may change or discontinue at any time; (5) your use of the Beta Service is entirely at your own risk; we will not be liable in any way for any circumstances relating to your use of any Beta Services.
You acknowledge and agree that we and our licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Services. You have only the limited rights to use the Services as are expressly granted to you under these Terms and no other rights are granted or conveyed or shall be deemed to be granted or conveyed, whether by implication, estoppel, or otherwise. Your access is to a service. Unless we expressly authorize you to deploy Key Ward solutions in a private cloud environment, no license to Key Ward software is granted by these Terms. You grant us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any suggestions, feedback, improvement requests or other recommendations you or your Authorized Users provide, and any learnings or improvements to our AI models resulting from your use of the Services.
You maintain full ownership of and responsibility for the data you upload to our Services (your “Content”). During the term of the Services, we may process your Content to the extent necessary to provide these Services to you.
In particular, we may access your Content (1) as part of providing, maintaining, securing or modifying the Services, (2) at your request or with your permission as part of addressing or preventing a service, support or technical issue, or (3) in connection with legal obligations or proceedings.
In addition, we may process and store metadata and machine learning derived from your Content, in anonymized form, for quality control, product analysis, quality control and product improvement purposes during and any time after the term of the Services.
Our Services are based on cloud infrastructure services provided by using Amazon Web Service its data processing region [europe-west3 (Frankfurt)]. Please refer to https://aws.amazon.com/ for further information.
We may change our cloud infrastructure provider or data processing zone at any time. However, if we move to a data processing zone outside of the European Union, we will provide 30 days’ prior notice by email or to your User Account.
Key Ward provides functionality within its software that interacts with third party software for the purpose of extracting and uploading simulation data. This functionality is only available locally on systems where a legal and active third party license is installed. Users are solely responsible for ensuring that they possess a valid third party license and that their use of third party license in conjunction with Key- Ward software complies with the terms of their third party license agreement.
Key Ward expressly disclaims any liability or responsibility for users who operate third party with an illegal or unauthorized license. Any violation of third party licensing terms is solely the responsibility of the user, and Keyward will not be held accountable for any legal or financial consequences arising from such use
Our Service is designed for business data only. It is not intended for uploading, storing or processing personal data within the meaning of the EU General Data Protection Regulation. If you nevertheless intend to upload or process any Content which contains personal data, you must (a) notify us of your intention in advance via email to [add email] and (b) enter into our Key Ward Data Processing Agreement which we will make available to you.
Our use of personal data in your User Accounts is described in our Privacy Statement, which is published on our website.
Unless terminated earlier in accordance with this section, these Terms shall remain in force until the end of the period for which you purchased your Subscription (“Subscription Period”).
At the end of each Subscription Period your Subscription will automatically renew for another period equal to the previous Subscription Period, unless either party terminates the Subscription by email or via your User Account no later than 14 days before the respective renewal date.
Either party may terminate the Subscription at any time if the other party breaches these Terms, is liquidated, becomes insolvent or, in your case, fails to pay the agreed Subscription fee when due.
The Services are provided as described in this document. You acknowledge and agree that any outcomes and visualization provided by the Services, are probability predictions only and are provided for informational purposes only. We do not warrant the definitive accuracy of these predictions or related visualizations.
Each party’s liability out of or in connection with the Services, whether in contract, tort or otherwise, shall be governed exclusively by this section 13.
In case of intent (Vorsatz), personal injury or death, the respective party shall be liable in accordance with the statutory provisions. In all other cases, each party’s liability shall be limited in accordance with the following paragraphs:
In case of gross negligence (grobe Fahrlässigkeit) the respective party’s liability shall be limited to the typically foreseeable damage. This limitation does not apply to damages caused by such party’s statutory representatives or managers.
In case of slight negligence (einfache Fahrlässigkeit), the respective party shall not be liable except for a breach of essential contractual duties (Kardinalpflichten); in this case, the liability shall be limited to the typically foreseeable damages.
In the case of loss of data, either party’s liability shall be limited to the cost that would typically arise when restoring such data from back-up copies which would have been made according to a reasonable back-up plan.
Purchase via purchase order, your payment is due within 14 days from the date of invoice, without any deductions.
Unless expressly shown otherwise, all prices shown on our website are without taxes and you agree to be charged for all applicable taxes in addition.
We do not agree to any deviations from these Terms or any different terms which may be referenced by you. If you submit a purchase order referencing different terms, we may either reject your purchase order or disregard the terms you referenced, and accept your purchase order on the basis of our own Terms.
Our delivery obligation will be complete, and your Subscription will start, as soon as we have provided you the ability to access the Service.
If we expressly authorize you to deploy Key Ward solutions in a private cloud environment, we thereby grant you a license to deploy the Key Ward software identified in our respective quote (the “Software”), in object code form only, on a private cloud infrastructure controlled and/or managed by you or by a third party on your behalf. You are responsible to ensure that the cloud infrastructure meets the minimum system requirements identified by us. We do not guarantee compatibility of our Software with the cloud infrastructure chosen by you. You are solely responsible for operating the Software in a way that meets your uptime, performance and other requirements. You must ensure that the Software is only used by your Authorized Users, and only in accordance with these Terms, provided, however, that sections 3, 5 and 9 of these Terms do not apply in the case of an authorized Private Cloud Deployment.
The Services are subject to the export control laws of Germany and the European Union. However, it is our policy to operate the Services in compliance with US Export Control laws and regulations as well. Therefore, you must not access or use the Services from within a US or EU sanctioned location or if you appear on any US or EU government restricted parties list. You must obtain US government and any other required authorization before you obtain, access or use, or allow any third party to obtain, access or use, any Services for an US or EU-restricted end use. Restricted end uses include, but are not limited to, work on nuclear, chemical or biological weapons or on missile systems capable of delivering them.
We may change these Terms at any time by posting a new version of these Terms on our website. In addition, if we introduce any material changes, or if we change our pricing, we will also notify you individually via email or your User Account. If you do not agree to the changes, you may terminate your Subscription within 14 days of our notification. In this case, your Subscription will terminate at the end of your current Subscription period. If you do not terminate within the 14 day period specified above, you are considered to have agreed to these changes.
Your Subscription, including these Terms, shall be governed by the laws of Germany, without reference to rules on the conflict of laws or the Vienna Convention on the Sales of Goods. The competent courts in Berlin shall have exclusive jurisdiction to adjudicate upon any controversy, dispute or claim relating to, or in connection with, the Services and/or these Terms.
Any notice under these Terms must be given in writing. We may also give notice to you by email or through your User Account.
Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, epidemic, pandemic, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
You may not assign or transfer this agreement without our prior written consent. As an exception to the foregoing, you may assign this agreement in their entirety (including all Subscriptions) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign this agreement except as expressly authorized above will be null and void. We may assign our rights and obligations under this agreement (in whole or in part) as part of a reorganization, merger, sale of assets or other transaction , without your consent or notice.
These Terms, together with any quote which we may have provided to you, are the entire agreement between you and us relating to the Services and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the Services or any other subject matter covered by these Terms. In case of any conflicts between the terms set out in our quote, and these Terms, our quote takes precedence.
No failure or delay by the injured party to these Terms in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any statutory right. Except as set forth in the first paragraph of this section 16, any amendments or modifications to these Terms must be executed in writing by an authorized representative of each party.
The parties are independent contractors. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.
If and to the extent any provision of these Terms is held unenforceable under applicable law, such provision will be deemed modified to the extent reasonably necessary to conform to applicable law but to give maximum effect to the intent of the parties set forth in these Terms.
