Last updated: June 9, 2026
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PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THE "TERMS", TOGETHER WITH ANY APPLICABLE SUPPLEMENTAL TERMS (AS DEFINED BELOW), THE "AGREEMENT") CAREFULLY. THIS AGREEMENT DESCRIBES THE TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF (I) THE WEBSITES CONTROLLED AND OWNED BY KEEPSAFE SOFTWARE, INC. ("KEEPSAFE" OR "OUR" OR "WE" OR "US") (COLLECTIVELY, THE "WEBSITE"), (II) ANY MOBILE APPLICATIONS OFFERED BY KEEPSAFE (EACH, AN "APPLICATION"), AND (III) THE PRODUCTS, SERVICES, CONTENT, AND OTHER RESOURCES AVAILABLE ON OR ENABLED VIA OUR WEBSITE OR APPLICATION (COLLECTIVELY WITH OUR APPLICATIONS AND WEBSITE, THE "SERVICE"). BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THE TERMS BY CLICKING ON THE "AGREE AND CONTINUE" BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING AN APPLICATION, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH KEEPSAFE; (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO "YOU" OR "YOUR" IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE, THE APPLICATION, OR THE SERVICE.
IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICE FOR A TERM (THE "INITIAL TERM"), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT KEEPSAFE'S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL OF SERVICE TERM IN ACCORDANCE WITH SECTION 9.4 (AUTOMATIC RENEWAL) BELOW.
SECTION 14 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND KEEPSAFE. AMONG OTHER THINGS, SECTION 14 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 14 (ARBITRATION AGREEMENT) CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 14) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 14.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Your use of our Services is subject to, and you must comply with, Keepsafe's Acceptable Use Policy and Copyright Policy and any other supplemental terms referenced in or published by Keepsafe on its Site or presented in the applicable Services, in each case as may be updated by Keepsafe from time to time ("Supplemental Terms"). If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control to the extent of the conflict, solely with respect to such Service. These Terms and any applicable Supplemental Terms are referred to herein as the "Agreement."
Some specific notes to our European Users —
THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 15.5 (AGREEMENT UPDATES).
You should print a copy of these terms or save them to your computer for future reference.
The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Keepsafe, your right to access and use the Service, in whole or in part, is subject to this Agreement. You may only access and use the Service for personal, non-commercial purposes.
Subject to your compliance with this Agreement, Keepsafe grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service.
You understand that the Service is evolving. As a result, Keepsafe may require you to accept updates to the Application that you have installed on your computer or mobile device. You acknowledge and agree that Keepsafe may update the Service with or without notifying you, including to (i) improve the performance and/or functionality of the Services; and (ii) comply with applicable laws and regulations. Any updates to the Service is subject to these Terms. You may need to update third party software from time to time in order to continue using the Service.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service, (b) you shall not frame or utilize framing techniques to enclose any Keepsafe trademark or logo (including images, text, page layout or form); (c) you shall not use any metatags or other "hidden text" using Keepsafe's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not attempt or engage in, any potentially harmful acts that are directed against the Service, including but not limited to violating or attempting to violate any security features of the Service, using any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any Service, or introducing viruses, worms, or similar harmful code into the Service; (f) access the Service in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (i) you shall not use the Service in any manner that could damage, disable, overburden, or impair Keepsafe's systems or networks, or interfere with any other party's use and enjoyment of the Service, including without limitation, by means of overloading, "flooding," "spamming," "mail bombing", or "crashing" the Service or violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service; and (j) you may not attempt to gain unauthorized access to any computer systems or networks associated with the Service. Any future release, update or other addition to the Service shall be subject to this Agreement. Keepsafe, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Service terminates the licenses granted by Keepsafe pursuant to this Agreement.
As a part of the Service, you may have access to materials that are hosted by another party. You agree that it is impossible for Keepsafe to monitor such materials and that you access these materials at your own risk.
In order to access certain features of the Service, you may be required to become a Registered User. For purposes of this Agreement, a "Registered User" is a user who has registered an account on the Application ("Account"). Note, Keepsafe is unable to access or retrieve forgotten or lost Account passwords. You are solely responsible for remembering and storing your Account password. Keepsafe will not be able to restore your access to your Account in the event of a forgotten or lost Account password. Keepsafe shall have no liability to you in connection with any lost passwords.
In registering for the Service, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old (or the age of majority in the jurisdiction in which you reside if higher); (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Service under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree that you shall monitor your Account to prevent use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. If you provide any information that is untrue, inaccurate, not current or incomplete, or Keepsafe has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Keepsafe has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Keepsafe reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Service if you have been previously removed by Keepsafe, or if you have been previously banned from the Service.
You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (a) notify Keepsafe immediately of any unauthorized use of your password or any other breach of security; and (b) exit from your Account at the end of each session.
You must provide all equipment and software necessary to connect to the Service, including but not limited to, a mobile device that is suitable to connect with and use the Service, in cases where the Service offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service, whether publicly posted or privately transmitted ("Content"), are the sole responsibility of the party from whom such Content originated. This means that you, and not Keepsafe, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available ("Make Available") through Service ("Your Content") and that other users of the Service, and not Keepsafe, are similarly responsible for all Content that they Make Available through the Service ("User Content").
Unless expressly agreed to by Keepsafe in writing elsewhere, Keepsafe has no obligation to store any of Your Content. Keepsafe has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting. You agree that Keepsafe retains the right to create reasonable limits on Keepsafe's use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Keepsafe in its sole discretion.
PLEASE NOTE THAT KEEPSAFE RESERVES THE RIGHT TO DELETE YOUR ACCOUNT, AND ALL OF YOUR CONTENT ON THE SERVICE, AFTER TWENTY-FOUR (24) MONTHS OF INACTIVITY (I.E. YOU HAVE FAILED TO SIGN INTO YOUR ACCOUNT FOR A PERIOD OF TWENTY-FOUR (24) MONTHS).
Except with respect to Your Content, you agree that Keepsafe and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Keepsafe software). You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any the Service.
Keepsafe's name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Keepsafe and may not be used without permission in connection with your, or any third-party's, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
Keepsafe does not claim ownership of Your Content. However, when you Make Available any Content on or to the Service, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 4.4 (License to Your Content).
Subject to any applicable Account settings that you select, you grant Keepsafe a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. Please remember that other users may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the Service that is accessible by other users.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit Keepsafe to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Keepsafe through its suggestion, feedback, forum, or similar pages ("Feedback") is at your own risk and that Keepsafe has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Keepsafe a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Keepsafe's business.
As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (a) impersonate any person or entity, including any employee or representative of Keepsafe; or (b) take any action or Make Available any Content on or through the Service that: (i) violates our Acceptable Use Policy; (ii) constitute unauthorized or unsolicited advertising, junk or bulk email; or (iii) involve commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Keepsafe's prior written consent. You may not post or Make Available a photograph of another person without that person's permission. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Keepsafe pursuant to this Agreement.
Your access to and use of the Service is subject to Keepsafe's Acceptable Use Policy, as amended from time to time (the "Acceptable Use Policy"), the terms of which are hereby incorporated into this Agreement by reference. You agree to comply with the Acceptable Use Policy at all times when accessing or using the Service. Keepsafe reserves the right to update the Acceptable Use Policy from time to time in its sole discretion. Any violation of the Acceptable Use Policy shall constitute a breach of this Agreement and Company has the right to immediately terminate your Account and access to the Service in the event of any suspected or actual breach.
Keepsafe may investigate, monitor, pre-screen, remove, refuse or review the Service and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.
Without limiting the foregoing, Keepsafe reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Keepsafe; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Keepsafe otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Keepsafe, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
If Keepsafe believes that criminal activity has occurred, Keepsafe reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in Keepsafe's possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Keepsafe, its users or the public, and all enforcement or other government officials, as Keepsafe in its sole discretion believes to be necessary or appropriate.
Our Trust & Safety page describes the steps we take to mitigate the risk that Content, including User Content available on or through our Services violates applicable laws, or is otherwise harmful or in breach of our Standards. It also explains our Reporting Policy, including how you can report Prohibited Content to us via our Report Content Form, and our Appeals Policy, should you disagree with a decision we have made with respect to Content on our Services.
You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service; provided, however, that Keepsafe reserves the right, but has no obligation, to intercede in any disputes between you and any other users. You agree that Keepsafe will not be responsible for any liability incurred as the result of your interactions with other users.
The Service may contain User Content provided by other users. Keepsafe is not responsible for and does not control User Content. Keepsafe does not approve or endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.
The Service may contain links to third-party websites ("Third-Party Websites"), applications ("Third-Party Applications") and advertisements for third parties ("Third-Party Ads") (collectively, the "Third-Party Services"). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Keepsafe. Keepsafe is not responsible for any Third-Party Services. Keepsafe provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Keepsafe may provide tools through the Service that enable you to export information, including Your Content, to Third-Party Services. By using one of these tools, you agree that Keepsafe may transfer that information to the applicable Third-Party Service. Keepsafe is not responsible for any Third-Party Service's use of your exported information.
With respect to any Application accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple's Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a "Google Play Sourced Application"), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) this Agreement is concluded between you and Keepsafe only, and not Apple, and (ii) Keepsafe, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Keepsafe and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Keepsafe.
(d) You and Keepsafe acknowledge that, as between Keepsafe and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Keepsafe acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between Keepsafe and Apple, Keepsafe, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(f) You and Keepsafe acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
You agree to pay all fees or charges ("Fees") to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Keepsafe collects payments through a limited number of payment services ("Payment Provider"). You must provide Keepsafe with valid account information for the respective chosen Payment Provider. Your Payment Provider agreement governs your use of the designated credit card or other payment method, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing Keepsafe with your payment information, you agree that Keepsafe is authorized to immediately invoice your Account for all fees and charges due and payable to Keepsafe hereunder and that no additional notice or consent is required. You agree to immediately notify Keepsafe of any change in payment credentials for payment hereunder. Keepsafe reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by e-mail delivery to you.
Keepsafe may use third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ("Third-Party Service Provider"). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to such Third-Party Service Provider. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
If you purchase access to certain features and functionality of the Service on a time-limited basis (a "Subscription"), the Fees for such Subscription ("Service Subscription Fee") will be billed at the start of the Subscription ("Subscription Service Commencement Date") and at regular intervals in accordance with your elections at the time of purchase. Keepsafe reserves the right to change the timing of our billing. Keepsafe reserves the right to change the Subscription pricing at any time in accordance with Section 15.5 (Agreement Updates). If changes to the Subscription price occur that impact your Subscription, Keepsafe will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 9.4(a) (Cancelling Subscriptions Purchased via a Third-Party Application Store). Keepsafe is not obligated to provide the Service to you until Keepsafe (or its third-party administrator) accepts your order by a confirmatory email, SMS/MMS message, or other appropriate means of communication.
If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Keepsafe's then-current price for such Subscription until terminated in accordance with this Agreement. The frequency at which your Subscription renews (i.e., weekly, monthly, annually, etc.) will be designated at the time you sign up for the Subscription and may be modified by you by going to the 'Manage App Subscriptions' page in the Apple App Store or the 'My Apps' page in the Google Play Store app. By subscribing, you authorize Keepsafe to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Keepsafe does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Keepsafe may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
9.4(a) Cancelling Subscriptions Purchased via a Third-Party Application Store. If you wish to cancel, change, or terminate a Subscription that you purchased from a third-party application store, you must do so prior to the Renewal Commencement Date via such third-party application store. You can cancel your Subscription by logging into and going to the "Manage App Subscriptions" page in the Apple App Store or the "My Apps" page in the Google Play Store app.
9.4(b) Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. You will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.
If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future renewal term, the Fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next renewal term. Downgrading a Subscription may cause loss of content, features, or capacity of the Service as available, and Keepsafe does not accept any liability for such loss.
The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement. If Keepsafe determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Keepsafe shall collect such Sales Tax in addition to the Fees. If any services, or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Keepsafe, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Keepsafe for any liability or expense Keepsafe may incur in connection with such Sales Taxes. Upon Keepsafe's request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, "Sales Tax" means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
You shall make all payments of Fees to Keepsafe free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Keepsafe shall be your sole responsibility, and you shall provide Keepsafe with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
Any free trial or other promotion that provides users access to the Service must be used within the specified time of the trial. At the end of the trial or promotional period, your use of that Service will automatically roll into a paid Subscription at our then-current Service Subscription Fees and you will be charged for such Subscription as set forth in Section 9.3 (Subscriptions) if you do not cancel prior to Subscription Service Commencement Date. If you are inadvertently charged for a Subscription and provide us with written notice of the error, Keepsafe will have the charges reversed.
Keepsafe reserves the right to display Third-Party Ads before, after, or in conjunction with Content posted on the Service, and you acknowledge and agree that Keepsafe has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Keepsafe as a result of such advertising).
You shall indemnify and hold Keepsafe, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Keepsafe Party" and collectively, the "Keepsafe Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations. Keepsafe reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Keepsafe in asserting any available defenses. This provision does not require you to indemnify any of the Keepsafe Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT KEEPSAFE CANNOT GUARANTEE THAT YOUR CONTENT WILL BE SAFE FROM OUTSIDE ATTACKS, HACKERS OR OTHER WAYS OF ACCESSING YOUR CONTENT ON THE FILE SYSTEMS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE KEEPSAFE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.
THE KEEPSAFE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (C) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
FROM TIME TO TIME, KEEPSAFE MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT KEEPSAFE'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE KEEPSAFE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE KEEPSAFE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT KEEPSAFE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. KEEPSAFE MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. KEEPSAFE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY GOODS OR SERVICE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE KEEPSAFE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY KEEPSAFE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A KEEPSAFE PARTY FOR (X) DEATH OR PERSONAL INJURY CAUSED BY A KEEPSAFE PARTY'S NEGLIGENCE; OR FOR (Y) ANY INJURY CAUSED BY A KEEPSAFE PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE KEEPSAFE PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO KEEPSAFE BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) $100; OR (C) THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A KEEPSAFE PARTY FOR (X) DEATH OR PERSONAL INJURY CAUSED BY A KEEPSAFE PARTY'S NEGLIGENCE; OR (Y) ANY INJURY CAUSED BY A KEEPSAFE PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
KEEPSAFE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KEEPSAFE AND YOU.
The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above) and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.
Except as otherwise expressly stated under this Agreement, the Service Subscription Fee for any Service is non-refundable. If you have materially breached any provision of this Agreement, or if Keepsafe is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Keepsafe has the right to, immediately and without notice, suspend or terminate any Service provided to you. Keepsafe reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Keepsafe's sole discretion and that Keepsafe shall not be liable to you or any third party for any termination of your Account.
Please note that Keepsafe reserves the right to delete your Account and all of Your Content in the Service after twenty-four months of inactivity (i.e. you have failed to sign into your Account for a period of twenty-four (24) months. Keepsafe shall not be liable for the deletion of any information or content from your Account, including Your Content.
If you want to terminate this Agreement, you may do so by (a) notifying Keepsafe at any time and (b) closing your Account for the Service. Your notice should be sent, in writing, to Keepsafe's address set forth below. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND ALL OF THE SUBSCRIPTIONS AS SET FORTH IN SECTION 9.4 (AUTOMATIC RENEWAL), WHICH WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 9.4 (AUTOMATIC RENEWAL).
Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. Keepsafe will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
If this Agreement is terminated for cause by Keepsafe or if your Account or ability to access the Service is discontinued by Keepsafe due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.
Please read this section (the "Arbitration Agreement") carefully. It is part of your contract with Keepsafe and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Subject to the terms of this Arbitration Agreement, you and Keepsafe agree that any disputes, claims, or disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (i) you and Keepsafe may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Keepsafe may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
There might be instances when a Dispute arises between you and Keepsafe. If that occurs, Keepsafe is committed to working with you to reach a reasonable resolution. You and Keepsafe agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome ("Informal Dispute Resolution"). You and Keepsafe therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Keepsafe that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to arbitration@getkeepsafe.com or regular mail to our offices located at 548 Market St PMB 66506, San Francisco CA 94104. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
YOU AND KEEPSAFE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Keepsafe are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
YOU AND KEEPSAFE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 14.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 14.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Keepsafe agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Keepsafe from participating in a class-wide settlement of claims.
This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Keepsafe agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/rules-forms-and-fees/consumer/.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Keepsafe otherwise agree, or the Batch Arbitration process discussed in Section 14.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.
You and Keepsafe agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 14.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 14.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 14.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 14.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 14.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 14.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Keepsafe need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.
To increase the efficiency of administration and resolution of arbitrations, you and Keepsafe agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Keepsafe by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").
All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Keepsafe.
You and Keepsafe agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 548 Market St PMB 66506, San Francisco CA 94104, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Except as provided in Section 14.4 (Waiver of Class and Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Keepsafe as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
Notwithstanding any provision in this Agreement to the contrary, we agree that if Keepsafe makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Keepsafe at 548 Market St PMB 66506, San Francisco CA 94104, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Keepsafe will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
The communications between you and Keepsafe use electronic means, whether you visit the Website or the Application or send Keepsafe e-mails, or whether Keepsafe posts notices on the Website or the Application or communicates with you via e-mail. For contractual purposes, you (1) agree to receive communications from Keepsafe in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Keepsafe provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
You hereby release Keepsafe and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage of any kind arising in connection with or as a result of this Agreement or your use of the Service. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Keepsafe's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Keepsafe may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement.
Keepsafe and its licensors shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God; war; terrorism; riots; embargos; acts of civil or military authorities; fire; floods; accidents; strikes or shortages of transportation facilities; fuel; energy; labor; materials; problems with your computing or network infrastructure, hardware or product; problems with your internet service provider (ISP); or any electrical or other utility outage.
When changes are made, Keepsafe will make a new copy of this Terms of Use Agreement and/or Supplemental Terms, as applicable, available on the Service, and we will also update the "Last Updated" date at the top of the applicable agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Keepsafe may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Keepsafe agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in California.
THIS SECTION APPLIES TO ANY USER OUTSIDE OF EUROPE: THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
Where Keepsafe requires that you provide an e-mail address, you are responsible for providing Keepsafe with your most current e-mail address. In the event that the last e-mail address you provided to Keepsafe is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Keepsafe's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Keepsafe at: support@getkeepsafe.com.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Keepsafe are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the Keepsafe products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
If you have any questions, complaints or claims, please contact us at: support@getkeepsafe.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. This Agreement, and any contract between you and us, are only in the English language. C'est la volonté expresse des parties que la presente convention ainsi que les documents qui s'y rattacent soient rediges en anglais.
This Agreement (including the Supplemental Terms) is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
If any provisions of these Terms are not amended by this Section 16 (Europe-specific Terms), they will continue to apply to European Users just as they would apply to any other person.
The following Sections of these Terms do not apply to European Users and should be considered deleted:
The following Sections of these Terms are revised as shown below for European Users:
Section 1.2 (Updates) shall include the following:
Section 9 (Fees and Purchase Terms) shall include the following:
Service Subscription Fee Change Notification. Where Keepsafe increases the Service Subscription Fee you will have to pay upon renewal of your Subscription, Keepsafe will notify you of any such upcoming changes a reasonable period in advance by email to the email address associated with your Account and/or by other prominent means within the Services.
'Cooling-off'. Notwithstanding Section 9.4 (Automatic Renewal) and its subsections, when you first purchase a Subscription, you have the right to cancel your purchase without reason during the first fourteen (14) days immediately following that purchase (your, "Cooling-off Period"). You can exercise this cancellation right by going to the 'Manage App Subscriptions' page in the Apple App Store or the 'My Apps' page in the Google Play Store app, or by contacting us at support@getkeepsafe.com, during your Cooling-off Period. Where you cancel during your Cooling-off Period, we will remove your access to the Services, close your Account and you can get a refund from Keepsafe. However, if you use the Services at all during your Cooling-off Period, we reserve the right to prorate any sum that we reimburse you to reflect such use. Once your Cooling-off Period has come to an end, if you did not exercise your right to change your mind and cancel your purchase, you will lose the right of withdrawal and refund that is described above.
Non-Conformity Fees. Notwithstanding Section 9.4(b) (Effect of Cancellation), in the event that:
your Fees can be reduced by an amount proportionate to the decrease in value of the Services as a result of their non-compliance, and you may be entitled to a prorated refund from Keepsafe to reflect this.
VAT and Fees. Notwithstanding Section 9.6 (Taxes), all Fees presented to you will include value added tax and any other non-optional taxes, duties, fees and charges.
The text of Section 11 (Disclaimer of Warranties) is replaced with the following:
The text of Section 12 (Limitation of Liability) is replaced with the following:
Any and all business and commercial loss etc excluded in full. If you use the Services for any commercial, business or for-profit purpose(s), or otherwise than as a consumer, to the fullest extent permitted by law, and without prejudice to any rights or remedies that may be available to us, we will have no liability to you whatsoever for any loss or damage arising as a result of, or in connection with, that use.
We are responsible to you only for foreseeable loss and damage we cause up to the specified cap on our liability. Subject to the specific cap on our liability to you, which is set out below, we are responsible to you for loss and damage you suffer, which is a foreseeable result of our breach of these Terms and/or our failure to act with reasonable care and skill where required.
We are not liable or responsible for any loss or damage that is not a foreseeable result of our breach of these Terms and/or our failure to act with reasonable care and skill. In relation to any such breach or failure, loss or damage will generally be "foreseeable" if:
You have a right to bring a breach of contract claim if we breach our Agreement. This may include where we have suspended or terminated your account or restricted or removed access to Your Content, in breach of our Terms and Policies.
We are not liable for any loss or damage that is avoidable or that you cause. We will not be liable or responsible for any loss or damage that is:
What we do not exclude. Nothing in this Section 12 (Limitation of Liability) or anywhere else in these Terms shall limit or exclude our liability to you for:
Liability cap. Except for those matters where we say we will not limit our liability to you (see 'What we do not exclude' above), unless a greater liability is required by applicable law, in no event will our or our affiliates' aggregate liability for all claims relating to the Services exceed the greater of: (i) £100 GBP or the equivalent sum in the local currency you used to pay for your subscription to the Services; and (ii) the Fees you have paid us in the last 12 months for the Services.
The text of Section 13.2 (Termination of Service by Keepsafe) is replaced with the following:
Keepsafe reserves the right to terminate this Agreement or your access to the Services upon notice to you:
Where we terminate this Agreement or your access to the Services as set out above, Keepsafe shall not be liable to you or any third party for any such termination.
For users who do not have an active Subscription, you acknowledge that Keepsafe reserves the right to terminate this Agreement or your access to the Services at any time without cause upon notice to you.
The text of Section 13.4 (Effect of Termination) shall include the following:
Content Delivery. Notwithstanding the foregoing, you may request copies of Your Content upon termination, unless Your Content:
This right does not cover provision of your personal data, but your rights described in the Privacy Policy are unaffected.
Non-Conformity Termination. Without prejudice to your rights under subsection 'Non-Conformity Fees' of Section 9 (Fees and Purchase Terms), you will be entitled to terminate this Agreement and to obtain a prorated refund from Keepsafe, in the event that:
The text of Section 15.4 (Force Majeure) is replaced with the following:
If we cannot perform our obligations under this Agreement (including our obligation to provide you with any Services) as a result of circumstances outside our reasonable control:
The text of Section 15.7 (Governing Law) is replaced with the following: