Keane Unclaimed Property

Terms of Use

Agreement Between Authorized User and Keane

The Keane Compliance Portal is comprised of various web pages operated by Venio LLC d/b/a KEANE (“Keane”) accessible through www.KeaneCompliance.com.

Access to the Keane Compliance Portal is offered exclusively to Authorized Users, as that term is hereinafter defined, conditioned on acceptance, without modification, of the terms, conditions, and notices contained herein, except to the extent a separate written agreement exists between Keane and an Authorized User. Your registration or continued use of the Keane Compliance Portal constitutes a manifestation of your consent to all such terms, conditions, and notices.

Modification of These Terms of Use

Keane reserves the right to change the terms, conditions, and notices under which the Keane Compliance Portal is offered, including but not limited to the charges associated with the use of the Keane Compliance Portal. Upon any such change, notice will be provided to each Authorized User.

Links to Third Party Sites

The Keane Compliance Portal may contain links to other Web Sites (“Linked Sites”). The Linked Sites are not under the control of Keane and Keane is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Keane is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Keane of the site, its content or its operators.

License and Access

The content of the Keane Compliance Portal is the intellectual property of Keane. Keane grants to each Authorized User a limited license to access and make personal use of the Keane Compliance Portal site, subject to these Terms of Use. The Keane Compliance Portal, or any portion hereof, may not be reproduced, duplicated, copied, sold, resold, reposted, submitted to a regulatory agency, auditor or counsel, or otherwise exploited for any commercial purpose without the prior written consent of Keane.

No Unlawful, Prohibited or Unauthorized Use

The Keane Compliance Portal is intended for use only by Authorized Users. As used herein an Authorized User shall mean the individual, entity or corporation billed as the holder of the user account for the Keane Compliance Portal, or with which Keane has a separate service agreement authorizing use of the Keane Compliance Portal. The Authorized User shall be responsible for any access made via a username and password issued under the account of the Authorized User. An Authorized User may not sell, assign, transfer or otherwise share its account except to allow its employees access to the Keane Compliance Portal.

Authorized Users may not use the Keane Compliance Portal in any manner which could damage, disable, overburden, or impair the site or interfere with any other party’s use and enjoyment of the Keane Compliance Portal. Authorized Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Keane Compliance Portal.

Disclaimer of Warranties and Limitation of Liability

THE KEANE COMPLIANCE PORTAL IS PROVIDED BY KEANE “AS IS” AND “AS AVAILABLE.” KEANE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE KEANE COMPLIANCE PORTAL OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN A SEPARATE WRITING BETWEEN THE PARTIES, EACH AUTHORIZED USER EXPRESSLY AGREES THAT ITS USE OF THIS SITE IS SOLELY AT ITS OWN RISK.

ABESENT A SEPARATE AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL KEANE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, RELIANCE ON OR PERFORMANCE OF THE KEANE COMPLIANCE PORTAL. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE KEANE WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE KEANE COMPLIANCE PORTAL.

Term and Termination

For any Authorized User who enrolled online for access to the Keane Compliance Portal, Keane will automatically renew all paid subscriptions upon expiration for an additional year. If an Authorized User does not wish for its account to renew automatically, or otherwise wishes to cease service, it may cancel at any time by sending an email with the subject line “Cancellation” to: portal@keaneup.com or calling 1-800-848-8896. If an Authorized User is in compliance with the Terms of Use at the time of cancellation, its notice of cancellation shall be effective thirty calendar days after receipt.

Except to the extent otherwise provided in a written agreement between the parties, Keane reserves the right, in its sole discretion, to terminate an Authorized User’s access to the Keane Compliance Portal and the related services, or any portion thereof, at any time, with or without cause, upon ten (10) days’ electronic notice. In the event that Keane shall terminate an Authorized User’s access to the Keane Compliance Portal without cause, the Authorized User shall be entitled to a refund of any amount paid to access the site for the remainder of the billing term in which access was terminated. In the event that Keane terminates an Authorized User’s access for cause, it may do so immediately, without notice. Upon a termination for cause, the Authorized User shall not be entitled to a refund of any amount paid for the remainder of its service term.

General

To the maximum extent permitted by law, this agreement is governed by the laws of the State of New York, U.S.A. and Authorized Users hereby consent to the exclusive jurisdiction and venue of courts in New York County, New York, U.S.A. in all disputes arising out of or relating to the use of the Keane Compliance Portal. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Keane as a result of this agreement or use of the Keane Compliance Portal.

Keane’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Keane’s right to comply with governmental, court and law enforcement requests or requirements relating to an Authorized User’s use of the Keane Compliance Portal or information provided to or gathered by Keane with respect to such use.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Except to the extent that a separate written agreement exists between Keane and an Authorized User regarding the use of the Keane Compliance Portal, this agreement constitutes the entire agreement between the Authorized User and Keane with respect to the Keane Compliance Portal. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Keane’s failure to strictly enforce any right against an Authorized User shall not constitute a waiver thereof.

Notices and Procedure for Making Claims of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to the owner at portal@keaneup.co.