LICENSE AGREEMENT AND TERMS OF USE
Please read this before installing. By installing or using Prokeryx, you agree to these terms. If you do not agree, do not install it, and contact the seller for a refund.
In these terms, "the Software" means Prokeryx, including its code, files and documentation. "We" or "the Seller" means KEIGHT LLC, of Des Moines, Iowa, the owner of Prokeryx. "You" means the person or dealership that purchased the license.
1. WHAT YOU ARE BUYING
You are buying a license to USE the Software. You are not buying the Software itself, its code, or any ownership in it. We keep all ownership, copyright and other intellectual property rights in the Software.
2. WHAT YOUR LICENSE ALLOWS — LISTINGS PER MONTH
Your license lets you install and use the Software for your own vehicle listing work, for as long as your key is valid, up to the number of listings per monthly period that your key carries (your "pack"). Each key covers one month, or one year, from the start date shown in Settings; for the next period we issue you a new key. Packs are sold in sizes of 25, 50, 100, 250, 500 and 1,000 listings a month. Your key shows its pack in the Software's settings.
- a) ONE LISTING means one vehicle that the Software saves as a draft or publishes to Facebook Marketplace on your behalf.
- b) WHAT COUNTS: a listing counts when Facebook confirms it saved or published, including listing the same vehicle again. Attempts that fail before Save aren't counted, and neither are vehicles the Software skips or listings Facebook refuses. If Facebook doesn't confirm after Save, Prokeryx counts it and tells you to check; if no listing exists, KEIGHT removes it from your count.
- c) YOUR ALLOWANCE RESETS each month on the day of the month your key started (or the last day of the month, for a start date that month doesn't have). A yearly key gets the full monthly allowance in each of its twelve monthly periods. Unused listings do not carry over and are not refundable.
- d) WHEN YOU RUN OUT the Software stops listing until your next monthly period begins, or until you buy a larger pack or extra listings for the current period.
- e) A key ties itself to the computer it is activated on. You may move it to a different computer yourself once in each monthly allowance period; further moves are on request to us.
- f) A key may also be issued for one named dealership's website, and will not work anywhere else. One pack covers one dealership location.
- g) HOW LISTINGS ARE COUNTED: the count is kept by our licence server. The Software checks with it before each listing and records each listing after Facebook's answer. You agree not to interfere with that count (see 3(h)). If the server cannot be reached, the Software does not list until it can check again; there is no offline allowance.
3. WHAT YOUR LICENSE DOES NOT ALLOW
You may not:
- a) Copy, share, resell, sublicense, rent, lend or give away the Software or your key, or use it on more computers than your key allows.
- b) Copy, reuse or publish the Software's code, in whole or in part, in any other product, whether or not you change it.
- c) Reverse engineer, decompile or disassemble the Software, or study it in order to build a competing product, except where the law expressly gives you that right regardless of this agreement.
- d) Create, forge, generate or distribute license keys.
- e) Alter, patch, bypass or defeat the license check, extend an expired key, reuse an expired key, alter a key's expiry date, or tamper with stored license data.
- f) Remove or obscure any copyright, license or ownership notice.
- g) Use the Software to build, train or supply data to a competing product or service.
- h) Interfere with the counting of your listings — by altering, deleting or resetting stored usage data, blocking or spoofing the Software's licence checks, reinstalling in order to clear a count, or using more listings in a period than your pack allows by any means. Listings obtained this way are unlicensed, and we may charge for them at our list price for the pack that would have been required, in addition to any other remedy.
4. CONFIDENTIAL DESIGN — NO COPIES, NO CLONES
How the Software works is our confidential business information and trade secret. That includes its code, and also its design: the order of steps it runs, how it reads a dealership's inventory pages, how it maps vehicle data onto listing fields, its description templates and wording, its rules for condition, photo selection and skipping vehicles, and its screens and workflow.
You agree that, without our written permission:
- a) You will keep that information confidential and not disclose it to anyone outside your dealership who does not need it to help you use the Software.
- b) You will not build, or have anyone else build for you, a product or service that reproduces the Software's design, workflow or behavior, whether or not any of our code is used, and whether or not it is changed along the way.
- c) You will not use the Software, its output, or what you learn from using it as a specification, reference, model or prototype for another product — including handing it to a developer, contractor, agency or AI tool to reproduce or "build something like it".
- d) You will not help anyone else do any of the above.
This section does not restrict information that was already public, that you already had without obligation, or that you develop with no reference to the Software or to anything you learned from it. It lasts for as long as the information stays confidential.
5. LIMITED NON-COMPETITION
For twenty-four (24) months after the later of (i) the date you purchase your license and (ii) the last date you use the Software, you will not, anywhere in the United States, develop, publish, sell, distribute, license or market — or knowingly provide material assistance, funding or direction to anyone developing, publishing, selling, distributing, licensing or marketing — any software product or service whose purpose is to create, fill, publish or manage vehicle listings on online marketplaces from dealership inventory data.
This section does NOT restrict you from:
- a) selling vehicles, or working for or owning a dealership;
- b) buying, subscribing to or using someone else's listing tool for your own listing work;
- c) working as an employee of a company that already sells such a product, so long as you do not disclose or use our confidential information or design in that work;
- d) anything you developed before you obtained the Software, as shown by your own records.
You and we agree this restriction is limited in time, geography and subject matter, and is reasonable to protect our confidential design, trade secrets and customer relationships, which you gain access to by purchasing. If a court finds it broader than the law allows, the court should enforce it to the fullest extent it can, reducing the time, area or subject matter as needed, and the rest of this agreement stays in force either way.
6. IF YOU BREAK THESE TERMS
Your license ends immediately, with no refund, and we may disable your key. We may also pursue any legal remedy available to us, which can include a lawsuit for copyright infringement, breach of contract, misappropriation of trade secrets and unfair competition, and can include money damages, our legal costs, and a court order stopping you. Copying the code, minting or tampering with keys, cloning the design, and building or backing a competing product out of this one are the specific things most likely to put you in court.
You agree that money damages alone may not be enough to remedy a breach of Sections 3, 4 or 5, and that we may seek an injunction or other equitable relief to stop it, without having to post a bond, in addition to any other remedy. If we have to enforce this agreement and we prevail, you agree to pay our reasonable attorneys' fees and costs.
7. YOUR LICENSE KEY
Your key is issued to you and is personal to you. Keys carry a start date, an end date and a monthly listing pack. When a key expires the Software stops working until you enter the key for your next period. Treat your key like a password: if you share it, we may cancel it, and listings used by anyone you shared it with come out of your allowance.
REFUNDS: unused listings are not refundable, and a part-used month is not pro-rated, unless we have agreed otherwise in writing.
8. UPDATES AND SUPPORT
Facebook and dealership websites change without notice, and those changes can stop the Software working until it is updated. We are not obliged to provide updates, fixes or support unless we have agreed to in writing. Any updates we do give you are covered by these same terms.
9. YOU ARE RESPONSIBLE FOR WHAT YOU POST
The Software fills in listings on your behalf, using your own accounts, from data on your dealership's website. You are responsible for:
- the accuracy of every listing it creates, including price, mileage and condition;
- having the right to use the vehicle photos and descriptions you list;
- following Facebook's terms and its commerce and vehicle policies;
- following your employer's rules and all advertising, consumer protection and motor vehicle laws that apply to you.
Review your listings before they go live. We are not responsible for a listing being flagged, removed or wrong, or for any account restriction or suspension.
10. NO WARRANTY
The Software is provided "as is" and "as available", without warranty of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement. We do not promise it will be uninterrupted, error free, or that it will work with any particular website, now or later.
11. LIMIT ON OUR LIABILITY
To the fullest extent the law allows, we are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost sales, lost data, lost goodwill or business interruption, arising out of or relating to the Software, even if we were told such damages were possible. Our total liability for any claim relating to the Software will not exceed the amount you paid for your license in the twelve months before the claim.
12. NOT AFFILIATED WITH FACEBOOK OR ANY DEALERSHIP PLATFORM
Prokeryx is an independent product. It is not affiliated with, endorsed by, sponsored by or connected to Meta Platforms, Inc., Facebook, Facebook Marketplace, or any dealership website platform or vehicle manufacturer. All trademarks belong to their owners.
13. PRIVACY
The Software runs on your own computer and uses your own browser session. It does not send your listings, customer data, photos or credentials to us.
Because listings are metered, the Software does tell our licence server: your key, a random seat identifier the server issues to your computer, your dealership's website address when you activate, your answers on the activation screen (which boxes, which terms version, and when), and, for each listing, the VIN of the vehicle and whether Facebook confirmed it. We use that only to run your allowance, keep a record of your acceptance, and support your account. See the Privacy page. We do not receive your descriptions, your photos, your buyers' details, or anything from your Facebook account.
14. ENDING THIS AGREEMENT
You may stop using the Software at any time; uninstall it and stop using your key. We may end your license if you break these terms. Sections 1, 3, 4, 5, 6, 10, 11, 12 and 15 survive the end of this agreement.
15. GOVERNING LAW
This agreement is governed by the laws of the State of Iowa, United States, without regard to its conflict of laws rules. Any dispute will be brought in the state or federal courts located in Polk County, Iowa, and you agree those courts have personal jurisdiction over you.
16. WHOLE AGREEMENT
These terms are the entire agreement between you and us about the Software, and replace any earlier understanding. If any part is found unenforceable, the rest stays in force, and the unenforceable part should be narrowed rather than dropped where that is possible. Our failure to enforce a term is not a waiver of it.
QUESTIONS
KEIGHT LLC, Des Moines, Iowa — hello@prokeryx.com · (515) 724-6424