Terms and Conditions

Pentacent – Philipp Schmieder Medien ("Pentacent" or "we") is the operator of the Managed Keila Service on app.keila.io (we’ll refer to it simply as "Managed Keila" after this).

The following terms and conditions govern all use of Managed Keila. Managed Keila is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our privacy policy) and procedures that may be published from time to time by Pentacent (collectively, the "Agreement").

Please note that these Terms and Conditions do not govern the use of Keila outside of the Managed Keila Service. Please consult Keila’s GNU AGPLv3 license for further information.

You agree that we may automatically upgrade Managed Keila, and these terms will apply to any upgrades. Please read this Agreement carefully before accessing or using Managed Keila. By accessing or using any part of Managed Keila, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use Managed Keila. If these terms and conditions are considered an offer by Pentacent, acceptance is expressly limited to these terms.

Minimum age

Managed Keila is not directed to children younger than 16, and access and use of Managed Keila is only offered to users 16 years of age or older. If you are under 16 years old, please do not register to use Managed Keila. Any person who registers as a user or provides their personal information to Managed Keila represents that they are 16 years of age or older.

Your account with Managed Keila

Use of Managed Keila requires the creation of an account. You agree to provide us with complete and accurate information when you register for an account. You are further responsible for maintaining the security of your account and your account password (if you have set one). You will be solely responsible and liable for any activity that occurs under your user account.

Using Managed Keila

If you use Managed Keila, create content or upload files to Managed Keila, or otherwise make (or allow any third party to make) material available (any such material, "Content") through Managed Keila, you are entirely responsible for the content of, and any harm resulting from, that Content or your conduct. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, or code. By using Managed Keila, you represent and warrant that your Content and conduct do not violate any applicable laws.

By submitting Content to Managed Keila, you grant Pentacent a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of providing the functionalities of Managed Keila to you.

Pentacent has the right (though not the obligation) to, in Pentacent's sole discretion, (i) refuse or remove any content that, in Pentacent's reasonable opinion, violates any Pentacent policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of Managed Keila to any individual or entity for any reason. Pentacent will have no obligation to provide a refund of any amounts previously paid.

Payment & Account Cancellation

You can sign up to Managed Keila free of charge. In order to send emails to your subscribers with Managed Keila, you need to subscribe to a Managed Keila plan. By signing up to Managed Keila plan, you agree to pay the applicable subscription fees. Before selecting a subscription, you may close your account at any time and will not be charged any fees.

When on a paid plan, unless you notify us seven (7) days before the end of your subscription period that you no longer wish to use Managed Keila, your subscription will be automatically renewed. If we change pricing for a service to which you're subscribed, we will notify you before your subscription is set to renew. You authorize us to charge any then-applicable fees to your credit card or other payment method we have on file for you. Payment failures will result in the cancellation of your Managed Keila account.

If you cancel your subscription to Managed Keila, we will delete your data from our servers within the timeframe specified in our privacy policy.

Intellectual Property

This Agreement does not transfer from Pentacent to you any Pentacent or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Pentacent. Pentacent, Managed Keila, and all other trademarks, service marks, graphics and logos used in connection with Managed Keila, are trademarks or registered trademarks of Pentacent or Pentacent's licensors. Other trademarks, service marks, graphics and logos used in connection with Managed Keila may be the trademarks of other third parties. Your use of Managed Keila grants you no right or license to reproduce or otherwise use any Pentacent or third-party trademarks.

Changes

We are constantly updating Managed Keila, and that means sometimes we have to change the legal terms under which Managed Keila is offered. If we make changes that are material, we will let you know by posting on one of our websites, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using Managed Keila within the designated notice period. Your continued use of Managed Keila will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms that were in place when the dispute arose.

Disclaimer of Warranties

Managed Keila is provided "as is." Pentacent hereby disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Pentacent doesn’t make any warranty that Managed Keila will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, Managed Keila at your own discretion and risk.

Limitation of Liability.

In no event will Pentacent be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Pentacent under this agreement during the twelve (12) month period prior to the cause of action. Pentacent shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty

You represent and warrant that (i) your use of Managed Keila will be in strict accordance with our privacy policy, with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the European Union or the country in which you reside) and (ii) your use of Managed Keila will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

You agree to indemnify and hold harmless Pentacent, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of Managed Keila, including but not limited to your violation of this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between Pentacent and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Pentacent, or by the posting by Pentacent of a revised version.

Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of Managed Keila will be governed by the laws of the Federal Republic of Germany.

If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Pentacent may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.