Terms of Service

These Terms of Service (“Terms”) govern Customer’s use of the Keylello IT service management platform and related services (“Offerings”) provided by Keylello LLC, a New Jersey, USA limited liability company (“Keylello”). Customer accepts these Terms by signing an Order that incorporates them or affirmatively accepting them through the Platform. The person accepting represents that they have authority to bind Customer. Browsing the marketing website or submitting a demo inquiry does not create a paid subscription. Capitalized terms are defined in Section 15.

1. Keylello Offerings; License

Customer may acquire an Offering through a signed Order (“Enterprise Offering”) or an expressly accepted online order (“Platform Offering”). Pilot scope and any fees must be agreed before activation. A Reseller Offering is available only under a separately approved reseller arrangement; these Terms do not represent that a reseller program currently exists.

• Enterprise Offerings. Subject to the Agreement, Keylello grants Customer a limited, non-exclusive, non-transferable right during the agreed term to access and use the hosted Offering for Customer’s internal business operations through Authorized Users.
• Platform Offerings; Usage Changes. Subject to the Agreement, Keylello grants the same internal-business-use right for an online subscription. Prices, purchased staff seats, included usage and any restrictions must be shown in the accepted Order or checkout. Usage does not automatically upgrade a plan or authorize overage charges. Additional charges require explicit approval by an authorized Customer administrator. Planned features and allowances are not included merely because they appear on a roadmap.
• Reseller Offerings. If an authorized reseller arrangement is separately agreed, the applicable Order must identify the reseller, contracting parties, billing responsibilities and support obligations. Customer’s rights cannot exceed those Keylello authorizes. The data-protection and confidentiality protections in Sections 6 and 7 apply regardless of purchase channel.

2. Restrictions; Customer Obligations

• Customer Restrictions. Customer must not use the Offerings unlawfully; infringe others’ rights; intentionally upload malicious code; disrupt the service; bypass authentication, tenant boundaries or usage controls; access another customer’s data; sell or sublicense access without authorization; or reverse engineer the Offerings except as applicable law permits. Authorized use of documented APIs, supported integrations, exports and agreed monitoring is permitted within published limits and Customer’s permissions. Security testing beyond ordinary use requires prior written authorization.
• Integrations and AI. Customer controls which supported third-party integrations it enables and is responsible for its third-party accounts and permissions. An integration, approval record or accepted workflow request does not by itself prove that external provisioning or offboarding completed. Where enabled, AI assists with tasks such as ticket summaries, categorization and draft replies; output can be inaccurate and must be reviewed by an authorized person before reliance or consequential action. AI output is not a compliance guarantee or a substitute for professional judgment. APIs and workflow capabilities are available only when released and included in the Order.
• Accounts and Authorized Users. Customer administrators manage staff, employee and approver access and must keep memberships and integration permissions current, including during offboarding. Users must protect credentials, comply with required authentication controls and promptly report suspected unauthorized access. Each individual must use their own account. Customer is responsible for use by its Authorized Users, subject to Keylello’s obligations for the security of its own service.

3. Intellectual Property; Feedback

• Ownership. Keylello (and its licensors, as applicable) retain all right, title, and interest in and to the Offerings and Technology and all copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, contract rights and any other proprietary rights (collectively, “Intellectual Property Rights”) therein and related thereto. Except as explicitly provided in these Terms, Keylello grants no rights to any Intellectual Property Rights, and Keylello reserves all other rights in the Offerings, Technology and Intellectual Property Rights not explicitly granted in these Terms.
• Keylello Marks. The Keylello name and logo and all other trademarks appearing in the Offerings (“Keylello Marks”) are the property of Keylello. Customer is not granted any license or other right to use any Keylello Marks other than as part of Customer’s permitted use of the Offerings.
• Feedback. Customer may provide suggestions about the Offerings. Customer grants Keylello a non-exclusive, worldwide, perpetual, royalty-free license to use that feedback to improve the Offerings. This permission does not transfer ownership of Customer Content or authorize use of personal data or confidential information outside the Agreement and DPA.

4. Fees; Late Payments; Payment Information; Other

• Fees. Customer will pay the fees, currency and billing frequency expressly accepted in its Order or checkout. Pilot pricing is individually agreed; a public inquiry is not an order. Fees are payable in advance unless the Order states otherwise. Paid fees are non-refundable except where required by law, expressly agreed, or Customer terminates for Keylello’s uncured material breach, in which case unused prepaid fees for the terminated service are refunded pro rata.
• Subscription Fees and Seats. Renewal pricing changes require advance written notice and an opportunity not to renew. A new price will not apply before Customer has received a full billing period’s notice, unless Customer expressly accepts it sooner. No unannounced percentage increase applies. Full workspace administrators and technicians count toward purchased staff seats; portal-only employees and approvers do not. Additional purchased seats require administrator confirmation of prorated cost. Seat reductions take effect at renewal and require assignments to fit the purchased quantity. Any minimum purchase and custom-role treatment must be disclosed in the Order. Disabling a user releases an assignment but does not automatically reduce the purchased subscription.
• Late Payments. Keylello will notify Customer of failed or overdue payment and allow at least seven days after notice before billing-related access restrictions. No interest or collection charge applies unless expressly agreed and permitted by law.
• Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature (collectively, “Taxes”). Customer will pay all Taxes associated with any Offerings, excluding taxes on Keylello’s net income.
• Payment Information. Stripe processes payments through its hosted payment services. Customer must maintain accurate billing details and an authorized payment method. Customer authorizes only the agreed subscription charges, renewals and explicitly approved changes. Keylello does not store full payment-card details. Payment processing fees are not added to Customer’s bill unless expressly disclosed, accepted and lawful.
• Usage Allowances. Storage, successful AI generations, active hardware, API requests and external workflow allowances, where applicable, must be defined in the Order with their measurement periods and limit behavior. No automatic paid overages apply. Operational attempt counts are not billable successful AI generations. Any storage-full restriction must preserve access to existing records and downloads. Commercial limits apply only when implemented and communicated; a roadmap or an operational usage display does not create a charge.
• Trials and Pilots. The initial trial baseline is fourteen days without a payment card unless a different pilot period is agreed. A trial or pilot does not automatically become a paid subscription. Paid service requires Customer’s explicit acceptance of an Order or checkout. Pilot extensions and any pilot fees must be documented.

5. Term and Termination; Temporary Suspension

• Term. The Agreement begins on the Term Start Date identified in the accepted Order and continues while an Order is active, subject to termination below. Each Order must state its service period, any pilot period, billing frequency and renewal terms.
• Renewal and Cancellation. Paid monthly subscriptions renew monthly only as disclosed and accepted in the Order or checkout. Customer may cancel renewal through an available billing portal or by contacting sales@keylello.com before the next renewal, effective at the end of the paid period. Annual terms, advance cancellation windows or nonstandard commitments apply only if expressly agreed. Cancellation itself does not delete Customer Content.
• Early Termination. One party may terminate an Order upon written notice to the other party if the other party materially breaches such Order and such material breach remains uncured for thirty (30) days following receipt of such notice. One party may terminate the Agreement upon written notice to the other party if (i) the other party materially breaches the Agreement and such material breach remains uncured for thirty (30) days following receipt of such notice, or (ii) the other party is dissolved or liquidated or takes any corporate action for such purpose; becomes insolvent or is generally unable to pay its debts as they become due; becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
• Effect of Termination. Access ends at expiry or termination subject to any export or transition arrangement agreed with Customer. Customer remains responsible for fees already due; no unagreed future charge is accelerated. Customer may request return or deletion of its data at privacy@keylello.com. The parties must agree the applicable export, active-data deletion and backup arrangements in the Order or DPA before processing that requires them. Keylello will comply with applicable law, explain legally required retention and protect retained data. Customer should arrange any needed export before service access ends.
• Suspension. Keylello may restrict access proportionately where reasonably necessary to address unlawful use, a material Agreement violation, or an urgent security risk. Where feasible, Keylello will provide notice, reasons and an opportunity to remedy, and restore access when the issue is resolved. Billing-related restrictions follow the grace period in Section 4 and must not silently delete records or abruptly interrupt already-running lifecycle work.

6. Customer Content; Personal Data

This Section 6 applies to all Offerings, including trials and pilots.

• Customer Content. Customer retains ownership of Customer Content and grants Keylello only the rights needed to provide, secure and support the agreed Offerings and comply with lawful instructions. Customer is responsible for the authority, notices and lawful basis needed to submit personal data and enable integrations. Keylello does not acquire ownership of employee records, tickets, attachments, articles or other Customer Content.
• Personal Data. Customer may request a Data Processing Agreement (“DPA”) at privacy@keylello.com or through https://www.keylello.com/dpa/. A DPA becomes part of the Agreement when expressly incorporated in an accepted Order or signed by the parties, and then prevails for the covered processing where these Terms conflict. The DPA request page is not an executed agreement. Where a DPA or international-transfer safeguards are required by applicable law, the parties must put those arrangements in place before the relevant processing. The Privacy Policy explains Keylello’s separate business, website and account-related processing; it does not expand Customer’s processing instructions.

7. Confidentiality

This Section 7 applies to all Offerings, including trials and pilots. Customer Content is Customer Confidential Information.

• Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential at the time of disclosure, or that is of a nature, or is disclosed in such a manner, such that a reasonable person would recognize it as confidential, including but not limited to: customer information, marketing information, financial information, data, business concepts, business strategy, processes, methods, systems, know-how, devices, formulas, product specifications, marketing methods, prices, contracts, and customer lists. The following information will not be considered Confidential Information: (a) information that is publicly available through no fault of the party that was obligated to keep it confidential; (b) information that was known by a party prior to commencement of discussions regarding the subject matter of the Agreement; (c) information that was independently developed by a party; and (d) information rightfully disclosed to a party by a third party without continuing restrictions on its use or disclosure.
• Receiving Party Obligations. The Receiving Party will use Confidential Information only for the Agreement, protect it with reasonable care and at least the care used for its own similar information, and disclose it only to personnel and service providers who need it and are bound by appropriate confidentiality obligations. These obligations continue for three years after disclosure; trade secrets remain protected while legally qualifying as trade secrets, and Customer personal data remains protected for as long as retained.
• Exceptions. If the Receiving Party becomes legally compelled (by law, rule, regulation, subpoena, or similar court process) to disclose any Confidential Information, the Receiving Party will (to the extent it is permitted to do so) notify the Disclosing Party of such circumstances and will limit such disclosure to the minimum necessary disclosure.

8. Customer Warranties

• Authority and No-Conflict. Customer represents and warrants that it has full power and authority to enter into the Agreement and to perform its obligations under the Agreement and that the Agreement will not conflict with or result in a breach of any other agreement to which such party is a party or by which such party is bound.
• Customer Content. Customer represents and warrants that it has the authority to permit Keylello to use Customer Content to enable Keylello to provide the Offerings and to support Customer under this Agreement.

9. Keylello Warranties and Support

This Section 9 applies to all Offerings, except that any expressly agreed pilot limitations must be stated in the pilot Order without displacing the DPA or confidentiality obligations.

• Authority and No-Conflict. Keylello represents and warrants that it has full power and authority to enter into the Agreement and to perform its obligations under the Agreement and that the Agreement will not conflict with or result in a breach of any other agreement to which such party is a party or by which such party is bound.
• Support Obligations. Keylello will not knowingly introduce malicious code into the Offering and will provide the support expressly agreed in the Order. No availability percentage, service-credit policy, certification or public SLA is promised unless separately agreed in writing. General customer inquiries may be sent to sales@keylello.com; an Order may specify a separate support channel, hours or response commitments.

10. Disclaimer; Limitation of Liability

• DISCLAIMER. EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, OFFERINGS AND TECHNOLOGY ARE PROVIDED “AS IS.” KEYLELLO DOES NOT GUARANTEE ERROR-FREE OPERATION, COMPLETE THREAT DETECTION, ACCURATE AI OUTPUT, OR COMPLETION OF ACTIONS IN THIRD-PARTY SYSTEMS. NO IMPLIED WARRANTY IS EXCLUDED WHERE THAT EXCLUSION IS PROHIBITED BY LAW. THESE DISCLAIMERS DO NOT REMOVE KEYLELLO’S EXPRESS DATA-PROTECTION OR CONFIDENTIALITY OBLIGATIONS.
• LIMITATION OF TYPES OF DAMAGES. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THE AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITY. THIS EXCLUSION DOES NOT APPLY TO FRAUD, WILLFUL MISCONDUCT OR LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.
• LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE AGREEMENT DURING THE TWELVE MONTHS BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM. FOR AN UNPAID PILOT OR TRIAL, THE CAP IS $1,000. THESE LIMITS DO NOT APPLY TO FRAUD, WILLFUL MISCONDUCT OR LIABILITIES THAT CANNOT LAWFULLY BE LIMITED. A SIGNED ORDER OR DPA MAY EXPRESSLY PROVIDE A DIFFERENT LIMIT FOR SPECIFIED OBLIGATIONS. NOTHING IN THIS SECTION CANCELS CUSTOMER’S OBLIGATION TO PAY AGREED FEES. RELATED CLAIMS DO NOT MULTIPLY THE CAP.

11. Dispute Resolution

• Good-Faith Resolution. The parties will first attempt to resolve a dispute through good-faith discussions using their designated legal contacts. This does not prevent either party from seeking urgent relief or taking action needed to preserve a legal right.
• Court Proceedings. Subject to mandatory applicable law, disputes arising out of or relating to the Agreement will be brought in the state or federal courts located in New Jersey, and each party consents to those courts’ jurisdiction.
• No Mandatory Arbitration. These Terms do not require arbitration and do not impose a class-action or jury-trial waiver.
• Costs. Each party bears its own legal costs unless applicable law or a court order provides otherwise.
• Urgent Relief. Either party may seek appropriate interim or injunctive relief from a court with jurisdiction to protect confidential information, personal data or intellectual property.

12. Intellectual Property Claims

• Notice. Each party will promptly notify the other if it receives an intellectual-property claim relating to the Offering or Customer Content and will reasonably cooperate in addressing the claim.
• Affected Offerings. Keylello may obtain continued use rights, modify or replace an affected Offering with materially equivalent functionality, or, if those options are not commercially reasonable, terminate the affected service and refund unused prepaid fees for that service.
• Customer Content. Customer remains responsible for having the rights needed to provide its content. Keylello’s rights to use that content remain limited by Section 6.
• Defense and Settlement. Neither party may settle a claim on behalf of the other, admit the other’s fault or impose obligations on the other without its written consent.
• Separate Indemnities. Any obligation to defend or indemnify the other party against third-party claims must be expressly set out in a signed Order or separate agreement, including its scope, procedures and relationship to Section 10. These Terms do not create a general indemnity or promise a legal-defense service.

13. Changes to these Terms

Keylello may update these Terms with notice of material changes to Customer’s designated contact. Commercial changes apply at renewal after at least a full billing period’s notice, or at another time Customer expressly accepts; they do not retroactively change an accepted Order. Other material changes will be communicated before they apply and require acceptance where required by law. Changes required by law or urgently needed for security may take effect sooner to the extent necessary, with notice where practicable. Prior accepted versions continue to govern the periods to which they applied.

14. General

• Entire Agreement. The Agreement sets forth the entire understanding between the parties regarding the Offerings and supersedes prior or contemporaneous proposals on that subject. Additional purchase-order or vendor-portal terms do not bind Keylello unless expressly accepted in writing by an authorized representative.
• Conflicts. An accepted Order controls over these Terms where they conflict. An applicable DPA controls with respect to covered personal-data processing unless a mandatory transfer instrument requires a different order of precedence.
• Governing Law. The Agreement is governed by New Jersey law, without regard to conflict-of-laws rules. The court provisions in Section 11 apply. Nothing in the Agreement limits protections or remedies that applicable law does not permit the parties to waive.
• Enforcement Costs. There is no contractual prevailing-party fee-shifting obligation under these Terms. Applicable law and court orders remain controlling.
• Publicity. Keylello may use Customer’s name, logo, quote or identifiable case study in public marketing or investor materials only with Customer’s prior written permission.
• Notices. Contractual notices must be sent to Customer’s designated account or legal contact and to Keylello at privacy@keylello.com or 632 N 2nd St, FRNT #1250, Philadelphia, PA 19123, USA. Notices are effective on receipt. A privacy request or ordinary customer inquiry does not require a formal legal notice. Either party may update its notice details by notifying the other.
• Force Majeure. Except for obligations to pay monies owed, neither party will be liable for delays, failure in performance, or interruption of any Offerings that result directly or indirectly from any cause or condition beyond such party’s reasonable control, including any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, pandemics or epidemics, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence that is beyond its reasonable control.
• Waivers. The failure of either party to enforce any right or provision in the Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of each party. Except as expressly set forth in the Agreement, the exercise by either party of any of its rights or remedies under the Agreement will be without prejudice to its other rights or remedies under the Agreement or otherwise.
• Severability. Each provision of the Agreement is severable. If any provision of the Agreement is or becomes invalid or unenforceable, that provision will be enforced to the maximum extent permissible and will not affect the validity and enforceability of the remaining provisions of the Agreement.
• Survival. Provisions intended by their nature to survive remain effective, including accrued payment obligations, ownership, permitted feedback use, confidentiality, applicable data return/deletion obligations, limitations subject to law, dispute resolution and general provisions. The DPA continues for as long as Keylello retains covered personal data.
• Assignment. Customer may not assign or otherwise transfer any Order or the Agreement or any of its rights or obligations thereunder (in whole or in part) without Keylello’s prior written consent, provided, however, Customer may assign the Agreement and all of its rights and obligations thereunder in the event of a sale of all or substantially all of the assets of Customer or in connection with Customer’s merger with another entity so long as such acquiring entity agrees to assume all of Customer’s obligations under the Agreement. Any assignment in violation of the foregoing will be null and void. Keylello shall have the right to assign any of its rights or delegate any of its responsibilities under the Agreement for any reason so long as Keylello remains responsible for such responsibilities. Keylello may use third-party providers to provide any portion of any Offering provided that Keylello remains responsible for such portion.
• Trade Sanctions and Export Control Compliance. The Offerings, and Customer’s use of them, are subject to laws, restrictions, and regulations of the United States and other jurisdictions that govern the import, export, and use of the Offerings. By using the Offerings, Customer agrees to comply with all such laws, restrictions, and regulations, and warrants that Customer is not prohibited from receiving the Offering by the laws of any jurisdiction.
• Relationship of the Parties. Except as expressly provided in the Agreement, there shall be no third-party beneficiaries to the Agreement, other than the Keylello Parties. The parties hereto are independent parties, not agents, employees, or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Keylello does not represent Customer or any affiliate or employee of Customer, and Keylello does not provide legal advice.
• Counterparts. Any Order and these Terms (if signed by the parties) may be signed in counterparts, all of which taken together constitute one single agreement between the parties.
• Customer Incidents and Claims. Customer should promptly report suspected unauthorized access or a claim affecting its use of the Offerings through its agreed support channel or privacy@keylello.com. Security incidents involving Customer personal data are handled under applicable law and any applicable DPA.
• Additional Services. Migration, onboarding, custom integration or other professional services are included only when expressly described in an Order with scope, fees, responsibilities and acceptance criteria. Unreleased features are not contractual deliverables without a separate written commitment.
• No Legal Advice. Customer agrees that Keylello does not provide Customer with any legal advice with respect to any of its Offerings, and Customer is encouraged to engage legal counsel with respect to any matters.
• Links to Third-Party Web Sites. Links on the Keylello Website to third party websites or information are provided solely as a convenience. If Customer uses such links and is taken to a third-party website, Customer will be subject to the terms and policies of such third-party, if any. Keylello is not responsible or liable for the availability or content of any such websites.

15. Definitions

• “Account” means a digital account provided by Keylello to Customer in connection with an Offering.
• “Agreement” means these Terms, accepted Orders referencing them, and any exhibits, amendments or other agreements expressly incorporated in an accepted Order or signed by both parties.
• “Keylello Parties” means (i) Keylello, (ii) any of its affiliates, third-party suppliers, licensors and business partners, and (iii) each of their respective directors, officers, shareholders, employees, and agents.
• “Keylello Website” means the marketing website at https://www.keylello.com.
• “Authorized Users” means individuals who are authorized to access an Account.
• “Customer” means the company, entity or other person that acquires the right to use an Offering.
• “Customer Content” means records, information and files submitted by Customer or its Authorized Users or imported through Customer-authorized integrations, including requests, conversations, attachments, People records, asset/software information, articles, approvals, changes, problems and project records.
• “Customer Workspace” means the company-specific tenant through which Customer and its Authorized Users use the Offerings.
• “Data Processing Agreement” or “DPA” means a data-processing agreement expressly incorporated in Customer’s accepted Order or signed by the parties. A copy may be requested at https://www.keylello.com/dpa/. The request page does not itself incorporate a DPA.
• “Fees” means charges expressly accepted in an Order or checkout, including agreed renewals and administrator-approved changes. Usage alone does not create an automatic upgrade or overage charge.
• “Usage Allowances” means any seat, storage, AI, hardware, API or workflow limits expressly included in an Order, with the applicable counting rules and measurement period. A planned allowance is not an enforced entitlement until implemented and communicated.
• “Offering” means the hosted Keylello IT service management platform and any related service expressly included in the Order. Keylello may improve the Offerings, but material reductions to contracted functionality during a paid term require an appropriate remedy or agreement. The marketing website is not a paid subscription.
• “Offering Description” means the functional description of an Offering provided either in an Order or a specific webpage referenced in an Order or a Keylello Platform.
• “Order” means an order form, statement of work or other document governing Customer’s use of an Offering signed by both parties, or an online order expressly accepted by Customer through the Platform.
• “Additional Services” means separately scoped migration, onboarding, integration or other professional services described in an Order.
• “Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Content, and (ii) such information is protected as personal data, personal information, or personally identifiable information under applicable Data Protection Laws (as defined in the Data Processing Agreement).
• “Platform” or “Keylello Platform” means a Keylello website, an Account or any other online method of acquiring the right to use an Offering directly from Keylello.
• “Privacy Policy” means Keylello’s published privacy policy at https://www.keylello.com/privacy/.
• “Reseller” or “Keylello Reseller” shall mean a third party who is authorized by Keylello to resell its Offerings to other Customers.
• “Subscription Offering” means an Offering for which the rights to use was acquired via a Keylello Platform or is otherwise labeled as a “Subscription Offering” in the applicable Order.
• “Technology” means software and other technology owned by or licensed to Keylello and used to provide the Offerings, including permitted improvements. Technology does not include Customer Content merely because it is processed by the service.
• “Term Start Date” shall mean the term start date referenced in the applicable Order or, if no such date is referenced, the last date on which both parties have signed the Order.
• “Trial Offering” means an Offering that Keylello provides to Customer without any Fees.