Terms of Service

Introduction

This Terms of Service Agreement (“Agreement”) is a legal agreement between you (“you” or “your”) and Keepy Inc. and its affiliates (“Keepy”, “we”, or “us”). This Agreement governs your access and use of Keepy’s applications (“Applications”) and their features and contents, whether accessed via computer, mobile device or other technology (collectively, the “Services”).

By using the Services, you agree to be bound by the terms and conditions contained in this Agreement. “Users” of the Services include but are not limited to parents or others (“Subscribers”) who post their children’s schoolwork, art and mementos (“Creative Materials”) and those individuals (“Fans”) who are invited to become fans of a particular child’s or children’s Creative Materials, along with attached video and audio commentary (each, a “Keepy”).

We may, in our sole discretion, modify this Agreement with or without notice to you. The “Last Updated” date at the top of this Agreement will indicate when the latest modifications were made. By continuing to access and use the Services after this Agreement has been modified, you are agreeing to such modifications. Keepy reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.

1. Overview

Keepy allows you to create a safe, easy-to-use, private gallery of each of your children’s Creative Materials, and it includes functionality that allows you to invite others to access, store and retrieve that Keepy as Fans of that Keepy. The Application may now, or will in the future, allow you to access third party services (framing or customized gift makers, etc.) to present your kids’ Keepy in new and exciting ways. Only Subscribers or someone they designate may post their children’s Creative Materials in a Keepy.

2. Privacy and Communications

Use of the Services is subject to the terms of our Privacy Policy, which is hereby incorporated into and made part of this Agreement. Please carefully review our Privacy Policy.

You may receive promotional communications by push notification and/or email from time to time. You can stop push notifications by disabling them on your mobile device, and you can stop promotional emails by sending your opt-out request to privacy@keepy.me or by following the unsubscribe instructions in an email you receive. You may not opt out of service-related emails.

3. Registration

You are required to establish an account in order to take advantage of the features of the Services, whether or not those features are made available for free or for a charge. You are responsible for maintaining the confidentiality of your password and account and for any activity that occurs through your account, and you agree you will not sell, transfer, license or assign your account, Fans, username, or any account rights. You may not create an account for anyone other than yourself. You represent that all information you provide to Keepy will be true, accurate, current and complete, and you agree to update your information as necessary to maintain its truth and accuracy.

Keepy reserves the right to refuse registration of, or cancel, a username or account in its sole discretion. You agree to immediately notify Keepy of any unauthorized use of your password or account or any other breach of security.

4. User Content

The Services provide you the opportunity to post the Creative Materials and audio, video and text messages pertaining to a Keepy, as well as other content as permitted by the Applications (collectively, “User Content”). You acknowledge and agree that any individual who you invite to be a Fan of your children’s Creative Materials will be able to view and share your User Content and activities on the Services, and that anyone can view Creative Materials you share through the Keepy Community.

You understand that all User Content is your sole responsibility. Though the Services are designed to be a safe place to share such User Content, Keepy cannot guarantee that other Users will not misuse the User Content that you share. If you have any User Content that you would like to keep confidential or do not want others to use, do not post it to the Services. Under no circumstances will Keepy be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed or otherwise transmitted via the Services.

By posting any User Content at the Services, you hereby grant Keepy a royalty-free, fully paid up, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, combine with other works, create derivative works from, distribute, perform, edit and display such User Content (in whole or part) worldwide. The foregoing grant includes, without limitation, any copyrights and other intellectual property rights in and to your User Content. You represent and warrant that you own the User Content posted by you on or through the Services or otherwise have the right to grant the foregoing license, and that the posting of your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Please note that by deleting a Keepy, you will also delete all of the written, audio and video content and commentary associated with that Keepy.

5. User Conduct

You agree to use the Services only for lawful purposes, and that you are responsible for your use of and communications on the Services.

You agree that you will not use the Services to: (a) submit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise unlawful or objectionable; (b) harm minors in any way; (c) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (f) submit any User Content that infringes others’ intellectual property rights or otherwise violates any applicable local, state, national or international law; (g) transmit any advertising, promotional materials, or any form of solicitation; (h) transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, emulate, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) interfere with or disrupt the Services or any other User’s use and enjoyment of the Services; (m) attempt to circumvent any access control, copyright protection or license-enforcement mechanisms associated with or related to the Services. You further agree that you will not access the Services by any means except through the Applications or other interface provided by Keepy for access to the Services.

6. Keepy’s Practices

Keepy does not review, edit, endorse or control User Content. Keepy assumes no responsibility for monitoring the Services for inappropriate submissions or conduct but reserves the right to do so. Keepy reserves the right to remove any User Content at any time, without notice and for any reason.

User Content removed from the Services may or may not continue to be stored by us. Keepy has no obligation to store User Content or make it available to you in the future. You agree that you will not rely on the Services for the purposes of User Content backup or storage. Keepy will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any User Content. You also acknowledge that the Internet may be subject to breaches of security and that User Content or other information may not be secure. There will be occasions when the Services are not available such as for maintenance or repairs.

Any comments, suggestions, or feedback relating to the Services (collectively “Feedback”) submitted to Keepy will not be treated as confidential and shall become the property of Keepy. Without limitation, Keepy will have exclusive ownership of all rights to the Feedback and will be entitled to use, reproduce, disclose, and distribute the Feedback without any obligation to you.

7. Intellectual Property

You acknowledge that all content appearing though the Services, including documents, products, site design, text, graphics, logos, images and icons, as well as the arrangement thereof (collectively, “Keepy Materials”), are the sole property of Keepy or its licensors, and are subject to and protected by copyright and other intellectual property rights under United States and foreign laws and international conventions. All rights to Keepy Materials not expressly granted in this Agreement are reserved. Except as expressly authorized by this Agreement or on the Services, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Keepy Materials in any form or by any means, without the prior written authorization of Keepy or the respective copyright owner.

The trademarks, service marks, trade names, trade dress and logos contained or described on the Services (including, without limitation, KEEPY) are the sole property of Keepy or its licensors.

8. Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND THE MATERIALS CONTAINED HEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, KEEPY AND ITS AFFILIATED COMPANIES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES AND KEEPY’S VENDORS AND BUSINESS PARTNERS (COLLECTIVELY, “KEEPY AND ITS AFFILIATED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE AVAILABILITY, RELIABILITY, OR QUALITY OF THE SERVICES. KEEPY AND ITS AFFILIATED PARTIES ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE OF ANY AND ALL INFORMATION RECEIVED THROUGH THE SERVICES. MOREOVER, KEEPY AND ITS AFFILIATED PARTIES MAKE NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MOREOVER, KEEPY AND ITS AFFILITATED PARTIES DO NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Limitation of Liability

KEEPY AND ITS AFFILIATED PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, OR LOSS OF DATA), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF KEEPY OR ITS AFFILIATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF KEEPY AND AFFILIATED PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID KEEPY ANY AMOUNTS FOR THE SERVICES PRIOR TO THE DATE ON WHICH YOU FIRST ASSERT ANY CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH KEEPY IS TO STOP USING THE SERVICES AND CANCEL YOUR ACCOUNT.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Indemnification

You agree to indemnify, defend and hold harmless Keepy and its Affiliated Parties against all claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys’ fees, resulting or arising from or relating to your use of or conduct on the Services, any activity related to your account by you or any other person, any User Content that you submit to, post on or transmit through the Services, your breach of this Agreement, your infringement or violation of any rights of another, or termination of your access to the Services.

11. Filtering

Pursuant to 47 U.S.C. Section 230 (d) as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protection is available at http://www.staysafe.org.

12. Applicable Law; Dispute Resolution

This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York, without regard to conflict of law principles.

You agree that any disputes relating to this Agreement, the Services, or the Privacy Policy, shall be resolved individually, without resort to any form of class action, exclusively by confidential arbitration in New York City before a single arbitrator pursuant to the then-current arbitration rules of the American Arbitration Association. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of any forum, state or federal, having jurisdiction, provided, however, that the party that commences an action to enforce, vacate or otherwise modify an arbitration award shall not include any confidential information in such filing unless required to do so by applicable court rules and, if so required, shall take all reasonable actions to prevent the disclosure of such confidential information, including but not limited to moving for permission to make its initial filing under seal or filing a redacted version of its filing that omits such information. The parties to the arbitration will share equally the administrative costs of such arbitration proceedings. You agree to commence any arbitration proceeding with respect to this Agreement within one year after the claim arises. You agree that a proceeding commenced after this date is barred.

13. Miscellaneous

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and the validity and enforceability of any remaining provisions shall not be affected. When used in this Agreement, the term “including” shall be deemed to be followed by the words “without limitation.”

This Agreement, including the Privacy Policy and other policies incorporated herein, constitutes the entire and only Agreement between Keepy and each User of the Services with respect to the subject matter of this Agreement and supersedes any and all prior or contemporaneous Agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of this Agreement.

The failure of Keepy and its Affiliated Parties to insist upon strict adherence to any term of this Agreement shall not constitute a waiver of such term and shall not be considered a waiver or limit that party’s right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

14. Copyright Policy

We respect the intellectual property rights of others and require that Users do the same. If you believe that your proprietary work has been copied in a way that constitutes copyright infringement, please forward the following information to Keepy’s Copyright Agent: (a) a physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Services; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Copyright Agent:

1081 Tanland Dr. #A

Palo Alto, CA 94303

E-mail: copyrightagent@keepy.me

15. Contact Information

If you have any comments, questions, or complaints regarding this Agreement or the Services, or wish to report any violation of this Agreement, please contact us at help@keepy.me or

Keepy Inc.