Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the websites, software, and services provided by Open Secret, Inc., a Delaware corporation (“Open Secret,” “we,” “us,” or “our”), including the Keycard product and the website located at https://www.getkeycard.com and any subdomains (collectively, the “Service”).

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case “you” and “Customer” refer to that entity. If you do not agree to these Terms, you may not access or use the Service.

If you or the company you represent has entered into a separate written agreement with Open Secret governing use of the Service, such as a master services agreement, order form, data processing addendum, security addendum, or pilot agreement, that separate agreement controls to the extent of any conflict with these Terms.

1. The Service

Open Secret operates the Service to help our customers capture and organize information related to their business operations and to integrate that information with their other business systems. We may update the Service from time to time, including by adding, modifying, or removing features. We may also impose reasonable limits on use of the Service.

The Service is provided for business use. The Service is not designed or intended for use with regulated data (including, without limitation, protected health information under HIPAA, payment card data subject to PCI DSS, or data subject to GLBA), and you may not use the Service to process such data unless we have agreed in writing.

2. Eligibility

To use the Service, you must:

• be at least 18 years old and capable of forming a binding contract;
• not be a person barred from receiving services under the laws of the United States or any applicable jurisdiction; and
• not be located in a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist-supporting” country.

You may use the Service only in compliance with these Terms and all applicable laws.

3. Accounts

You may need to create an account to access certain features of the Service. When you create an account, you agree to provide accurate, current, and complete information and to keep that information up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to notify us promptly at the contact address below if you believe your account has been compromised.

You may invite other individuals within your organization (“Users”) to access the Service under your account. You are responsible for the acts and omissions of all Users and for ensuring that your Users comply with these Terms.

4. Fees and Payment

Some portions of the Service are offered on a paid subscription basis. If you sign up for a paid subscription, you agree to pay all fees in accordance with the pricing and payment terms presented to you at the time of purchase, or as otherwise agreed in a separate written agreement.

Unless otherwise stated:

• Fees are quoted and payable in U.S. dollars.
• Fees are exclusive of taxes; you are responsible for all applicable taxes other than taxes on our net income.
• Subscriptions automatically renew at the end of each subscription term at the then-current rates, unless either party cancels prior to the renewal date.
• You can cancel a subscription at any time by following the cancellation instructions in the Service or by contacting us at the address below. Cancellation takes effect at the end of the then-current paid term, and except as required by law, fees already paid are non-refundable.

We may change our fees at any time on prospective notice. Changes will not apply retroactively to your current paid term.

5. User Content

“User Content” means information, content, recordings, images, messages, files, data, and other materials that you submit to or make available through the Service.

As between you and Open Secret, you retain all right, title, and interest in and to User Content. You grant us a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display User Content as necessary to provide and improve the Service.

You represent and warrant that you have all rights, permissions, notices, and consents necessary to submit User Content to the Service and to grant us the rights described in these Terms.

You are responsible for the accuracy, quality, and legality of User Content, the means by which you acquired it, and your compliance with applicable laws in connection with it.

Certain features of the Service may record, transcribe, analyze, or otherwise process calls, voice messages, photographs, images, text, and other information you submit to the Service. You are responsible for providing any required notices and obtaining any required consents before submitting or recording information through the Service, including under applicable call recording, privacy, employment, and communications laws.

We may use de-identified, aggregated information derived from your use of the Service to operate, improve, and develop the Service.

6. Privacy

Our handling of personal information is described in our Privacy Policy, available at https://www.getkeycard.com/legal/privacy-policy. By using the Service, you acknowledge our Privacy Policy.

7. Acceptable Use

You agree not to, and not to permit any User or third party to:

• access or use the Service in violation of any applicable law, regulation, or third-party right;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Service, except to the extent expressly permitted by applicable law;
• copy, modify, create derivative works of, or sell, resell, license, sublicense, distribute, rent, or lease the Service, except as expressly permitted by these Terms;
• use the Service to send unsolicited communications, infringe intellectual property rights, or transmit malware, viruses, or other harmful code;
• interfere with or disrupt the integrity or performance of the Service, attempt to gain unauthorized access to the Service or its related systems or networks, or probe, scan, or test the vulnerability of the Service;
• use automated means (including bots, scrapers, or crawlers) to access the Service, other than through publicly available interfaces we expressly make available for that purpose;
• use the Service to build a competitive product or service, or to benchmark or copy the features or user interface of the Service; or
• remove or obscure any proprietary notices in the Service.

We may suspend or terminate your access to the Service if we reasonably believe you are violating this section.

8. Intellectual Property

The Service, including all software, technology, and content made available by us (other than User Content), and all related intellectual property rights, are and will remain the exclusive property of Open Secret and its licensors. Except for the limited rights expressly granted in these Terms, we reserve all rights in and to the Service.

If you provide us with any suggestions, feedback, or ideas regarding the Service (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate that Feedback into the Service or any of our other products and services, without any obligation to you.

9. Third-Party Services and Integrations

The Service may interoperate with, or provide links to, products or services offered by third parties (“Third-Party Services”). We do not control Third-Party Services, and we are not responsible for them. Your use of any Third-Party Service is governed by the terms and conditions between you and the third party.

If you choose to integrate a Third-Party Service with the Service (for example, by connecting your CRM, ERP, or telephony system), you authorize us to access and process the data made available through that integration as necessary to provide the Service.

10. Beta Features

From time to time, we may make certain features of the Service available on a beta, preview, or evaluation basis (“Beta Features”). Beta Features are provided “as is” and “as available,” may be modified or discontinued at any time, and are not subject to any service-level commitment or warranty.

11. AI Outputs

Certain features of the Service use machine learning and generative artificial intelligence models to produce outputs (“AI Outputs”) based on inputs you or your Users provide. AI Outputs are probabilistic, may be inaccurate, incomplete, or otherwise unsuitable for your purposes, and may differ across users for similar inputs. You are responsible for reviewing AI Outputs before relying on them, and for determining whether AI Outputs are appropriate for your intended use. AI Outputs do not constitute legal, financial, medical, or other professional advice.

The Service is intended to assist with documentation and administrative workflows. It is not a substitute for your professional judgment, manufacturer instructions, workplace safety procedures, legally required inspections, or safety-critical decision-making.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN A SEPARATE WRITTEN AGREEMENT SIGNED BY US, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPEN SECRET OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this section apply to the maximum extent permitted by law and will apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you.

14. Indemnification

You will defend, indemnify, and hold harmless Open Secret and its affiliates, officers, employees, and agents from and against any third-party claim, action, or demand, and all related liabilities, damages, losses, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) your or your Users’ use of the Service in violation of these Terms or applicable law; (b) User Content, including any claim that User Content infringes or misappropriates the rights of a third party or was submitted without required notices or consents; or (c) your breach of these Terms.

We will: (i) promptly notify you of any such claim; (ii) provide you with reasonable cooperation in the defense at your expense; and (iii) allow you to control the defense and settlement, except that you may not enter into any settlement that requires anything other than a release of liability with respect to us without our prior written consent.

15. Term and Termination

These Terms remain in effect for as long as you access or use the Service.

You may stop using the Service at any time. We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, including if we reasonably believe you have violated these Terms. We will use commercially reasonable efforts to provide advance notice when practicable.

Upon termination: (a) your right to access and use the Service will cease; (b) we may delete User Content in accordance with our then-current data retention practices, except as otherwise provided in a separate written agreement; and (c) Sections 5, 8, 12, 13, 14, and 17–19, together with any other provisions that by their nature should survive, will survive termination.

16. Modifications

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Service or by other reasonable means and will update the “Last Updated” date above. Your continued use of the Service after the changes take effect constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

We may also modify, suspend, or discontinue any part of the Service at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuation.

17. Governing Law

These Terms and any dispute arising out of or relating to them or the Service will be governed by the laws of the State of New York, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Informal resolution. Before filing a claim, you and Open Secret agree to try to resolve any dispute informally for at least thirty (30) days. The informal dispute resolution period begins when one party sends the other a written notice describing the nature and basis of the claim and the relief sought.

Binding arbitration. If we are unable to resolve a dispute through informal negotiations, the dispute will be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted in New York, New York, before a single arbitrator, in English. The arbitrator’s decision will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. This Section does not prevent either party from seeking injunctive or other equitable relief from a court for actual or threatened infringement, misappropriation, or violation of intellectual property or confidentiality rights.

Class action waiver. YOU AND OPEN SECRET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of multiple parties or preside over any class, collective, or representative proceeding.

Severability. If the class action waiver is found to be unenforceable, then the entirety of this Section 18 will be null and void, but the rest of these Terms will remain in effect.

19. Miscellaneous

Entire agreement. These Terms, together with our Privacy Policy and any separate written agreement between you and Open Secret governing your use of the Service, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous understandings.

Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or otherwise.

No waiver. Our failure to enforce any provision of these Terms will not constitute a waiver of that provision.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Force majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.

Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

Notices. We may provide notices to you by email, through the Service, or by posting on our website. You may provide notices to us at the contact information below.

Electronic communications. You consent to receive communications from us in electronic form, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

20. Contact Us

If you have questions about these Terms, please contact us at:

Email: legal@getkeycard.com