Welcome to Keeperly LLC ("Company," "we," "us," or "our"). These Terms of Use ("Terms") govern your access to and use of our website ("Website") and any products, services, software, or materials (collectively, the "Services") provided by or on our Website. By using our Services, you agree to these Terms in full. If you do not agree, you must discontinue use immediately.

1. ACCEPTANCE & CHANGES TO TERMS

1.1 Agreement to Terms

By accessing or using the Services provided by Keeperly LLC (“Keeperly,” “we,” “us,” or “our”), you acknowledge that you have read, understood, and agree to be bound by these Terms of Use (“Terms”), along with our Privacy Policy, Billing Policy, and Disclaimer (collectively, the “Legal Agreements”). If you do not agree to these Terms or any component of the Legal Agreements, you must not use or access the Services.

If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” or “your” will refer to that entity.

1.2 Changes to Terms

We may modify these Terms at any time in our sole discretion. If we make material changes, we will provide reasonable notice—such as by posting an updated version on our website or notifying account holders via email. Unless otherwise stated, revised Terms become effective upon posting. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms.

1.3 Related Documents

These Terms should be read in conjunction with our Privacy Policy, Billing Policy, and Disclaimer. In case of any conflict:

- The Privacy Policy governs data collection and privacy practices;

- The Billing Policy governs fees, charges, and payment terms;

- The Disclaimer governs service limitations and legal disclaimers;

- These Terms govern general usage of the Services.

1.4 Acceptance of Related Policies

Your access to and use of the Services constitutes your agreement to all related policies referenced herein, including the Privacy Policy, Billing Policy, and Disclaimer.

1.5 Definitions

The following definitions apply throughout these Terms:

- “Services” refers to all websites, software, systems, communication tools, automations, and features
provided by Keeperly.

- “User Content” means any data, files, images, videos, or materials uploaded or submitted by you into the platform.

- “Keeperly Content” refers to all proprietary workflows, templates, configurations, and platform-generated elements owned by Keeperly.

- “Platform” refers to the Keeperly-hosted environment where all Services are accessed.

- “AI Tools” includes Keeperly's AI-based features for generating content, automations, workflows, or
communications.

- “Third-Party Integrations” means any external software or services connected to Keeperly,
such as CRMs, analytics platforms, or payment processors.

- “Communication Records” refers to digital communications (emails, SMS, messages) transmitted or stored through Keeperly.

- “Platform-Dependent Data” includes websites, workflows, chat scripts, funnels, and automations created or configured within the Keeperly system.

2. ELIGIBILITY & ACCOUNT REQUIREMENTS

2.1 Eligibility

To use Keeperly’s Services, you must be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater. By using the Services, you represent and warrant that:

- You meet the minimum age requirement;

- All information you provide to Keeperly is accurate, current, and complete;

- You have full power and authority to enter into these Terms;

- You are not using the Services for purposes of competitive analysis or to develop a competing product or service.

2.2 Account Registration

Access to certain features of the Services requires account registration. You agree to:

- Provide truthful, complete, and up-to-date information when creating your account;

- Maintain and promptly update your account information as needed;

- Keep your login credentials secure and confidential;

- Notify Keeperly immediately at [email protected] of any unauthorized access or suspected breach of your account.

2.3 Account Obligations

You are fully responsible for all activities that occur under your account, whether authorized by you or not. You may not share, sell, or transfer your account credentials to another individual or entity without prior written approval from Keeperly. We reserve the right to suspend or terminate your account at any time if we reasonably believe you have violated these Terms.

2.4 Reasonable Use

Features labeled as “unlimited” or “unmetered” are subject to a Reasonable Use Policy. Keeperly reserves the right to determine what constitutes unreasonable or abusive use. If your usage exceeds reasonable limits or negatively impacts system performance, we may take corrective actions such as imposing additional fees, restricting functionality, or terminating your account.

2.5 Ineligibility and Misrepresentation

If we discover that you do not meet the eligibility requirements or have provided false or misleading information during registration or use, we may immediately suspend or terminate your account without notice and without refund. This includes impersonation, use of another person’s identity, or registering with credentials you are not authorized to use.

3. SERVICE MODIFICATIONS & GEOGRAPHIC REACH

3.1 Service Changes

Keeperly continuously evolves to improve functionality, performance, and user experience. We reserve the right to modify, enhance, suspend, or discontinue any part of the Services at any time, with or without notice. This includes updates to software, features, or access methods. Keeperly shall not be held liable for any direct or indirect consequences resulting from such modifications, including the loss of functionality or access to content or configurations.

3.2 Location Limitations

The Services are intended for use primarily within the United States. While users outside the U.S. may access the platform, they do so at their own initiative and risk. You are solely responsible for complying with all local laws and regulations applicable to your jurisdiction, including data privacy, marketing, and communication standards. Keeperly does not guarantee compliance or compatibility with laws outside of the United States.

3.3 Notice of Service Modifications

While we are not obligated to provide notice for every change, we will make reasonable efforts to notify users of material changes that significantly impact the functionality or availability of the Services. Such notice may be delivered via email, in-app notification, or posted announcements. Keeperly is not required to maintain or restore deprecated features, nor to offer refunds or credits for discontinued features unless specifically stated in our Billing Policy.

4. PROHIBITED USES, CONTENT & CLIENT RELATIONSHIPS

To maintain the security, deliverability, and professional standards of the Keeperly platform, we prohibit certain uses, content, and client relationships. These rules exist to help protect our users, prevent platform abuse, avoid regulatory issues, and preserve a trustworthy communication environment.

4.1 Technical Misuse & Legal Violations

You may not use Keeperly to engage in any of the following prohibited actions:

- Violate Legal Regulations

Breach any applicable laws or regulations, including the FTC Act, CAN-SPAM, TCPA, GDPR, CCPA, or other relevant compliance standards.

- Send Unsolicited or Deceptive Communications

Send spam, mass unsolicited messages, impersonations, or misleading communications that may result in abuse complaints, legal claims, or regulatory scrutiny.

- Deploy Harmful Code or Attacks

Transmit malware, viruses, spyware, or other malicious code, or launch denial-of-service (DoS) or similar attacks that compromise systems, data, or service integrity.

- Gain Unauthorized Access

Probe, scan, or attempt to access Keeperly systems, APIs, or any third-party services integrated with the platform without permission or proper authorization.

- Collect Data Improperly

Harvest, scrape, or process contact lists, personal data, or platform information without valid user consent, proper notice, or a lawful basis.

- Reverse Engineer or Misuse the Platform

Decompile, replicate, disassemble, or tamper with Keeperly’s code, software, infrastructure, or platform features in any way not expressly permitted by these Terms.

- Disrupt Platform Functionality or Security

Interfere with, degrade, or overload the performance, availability, or security of the platform, including excessive API calls, abuse of features, or attempting to circumvent security measures.

4.2 Prohibited Content & Business Activities

You may not use Keeperly to support, promote, or communicate with any individual or organization engaged in the following types of activities or content categories:

- Child Abuse or Exploitation: Including any form of sexual, physical, or emotional harm, trafficking, or depiction of minors.

- Hate Speech or Advocacy of Violence: Content encouraging discrimination, hostility, or harm toward any group based on race, religion, gender, orientation, nationality, or protected traits.

- Illegal, Counterfeit, or Dangerous Goods: Including stolen items, explosives, weapons, or content offering instructions on their manufacture or use.

- Sexually Explicit or Adult-Oriented Content: Including pornography, escort services, or other sexually explicit services or material.

- Get-Rich-Quick or Fraudulent Financial Schemes: Including pyramid schemes, unlicensed investment opportunities, or unrealistic profit claims.

- Gambling or Betting Services: Including sports betting, online casinos, lotteries, or similar services.

- Cannabis or Controlled Substances: Including cannabis, marijuana, or related products regardless of legality in your jurisdiction.

- Pharmaceuticals: Sell or promote prescription drugs or medications, irrespective of licensing or authorization.

- Unsubstantiated Medical Claims: Unverified health remedies lacking reputable scientific support.

- Hacking or Fraud Tutorials: Including phishing, bypassing security, or the use or distribution of pirated or illegal software

- Data Exposure (Doxxing): Publishing or distributing sensitive personal information about individuals without their explicit consent.

- Deceptive Affiliate Practices:
Including cookie stuffing, cloaking, or promoting affiliate content through unauthorized or misleading means.

- Substance Abuse Promotion: Encouraging or normalizing the misuse of drugs, alcohol, or other intoxicants.

- Hypnosis or Similar Practices: Including hypnosis, neuro-linguistic programming (NLP), subliminal messaging, or similar practices not supported by widely recognized clinical standards.

This list is illustrative, not exhaustive. We may restrict additional content or activity if we determine it presents comparable risk to platform reputation, operations, regulatory exposure or legal compliance.

4.3 Prohibited Client Relationships

You may not use Keeperly to communicate with, provide services to, or manage clients who operate within the prohibited categories listed above. This includes:

- Sending email, SMS, or automated communications to such clients;

- Managing contact records, automations, or marketing campaigns for these businesses;

- Using the platform in any capacity that enables or supports high-risk, abusive, or non-compliant industries.

These restrictions help prevent service disruption, such as:

- Spam complaints or high bounce rates that harm email/SMS deliverability;

- Domain or IP blacklisting by service providers;

- Increased legal or regulatory exposure;

- Reputational harm to the Keeperly brand and our user base.

You are solely responsible for ensuring your own clients and communications comply with these rules.

4.4 Right to Refuse Service

Keeperly reserves the right to suspend or terminate access to the platform, at our sole discretion, where your use of the Services (or your clients’ activities):

- Violates these Terms or applicable laws;

- Creates an elevated risk of abuse reports, blacklisting, or delivery issues;

- Undermines the security, legality, or professional integrity of the platform;

- Causes reputational harm or regulatory exposure.

We apply these standards neutrally and consistently. If you believe your account or a specific use case has been misclassified, you may contact us for a case-by-case review. We reserve the right to make all final determinations regarding platform use.

4.5 Circumvention Prohibited

Users are prohibited from attempting to circumvent bans or suspensions by creating new accounts or using proxy services.

5. THIRD-PARTY SERVICES & LINKS

5.1 Disclaimer on External Services

Our Services may incorporate, link to, or integrate with third-party websites, applications, platforms, tools, or software (“Third-Party Services”). These services are not operated or controlled by Keeperly, and we make no warranties or representations regarding their availability, performance, content, or legality. Your use of any Third-Party Service is entirely at your own risk and subject to that provider’s own terms of service and privacy policies.

5.2 No Third-Party Liability

Keeperly shall not be responsible or liable for:

- The accuracy, availability, or reliability of Third-Party Services;

- Any transactions, disputes, data usage, or interactions between you and a third-party provider;

- Losses, damages, failures, or disruptions caused by Third-Party Services, including delays, data breaches, or service interruptions resulting from such integrations.

5.3 Affiliate Links

Certain links or references made available through the Services may be affiliate-related. This means Keeperly may receive a commission or referral fee if you choose to purchase through these links. However, such inclusion does not constitute an endorsement of the product or service. You should conduct your own due diligence before engaging with any third-party offerings.

6. BILLING & PAYMENTS

6.1 Billing Policy

All paid aspects of the Services are subject to our separate Billing Policy, which is incorporated by reference into these Terms. By using the Services and making payments, you agree to abide by the terms set forth in that policy, including those regarding subscription fees, usage fees, refunds, and cancellations. Account cancellation is only valid upon submission of the official Keeperly Cancellation Form, as described in our Billing Policy. Verbal or informal requests will not be accepted.

6.2 No Refunds

Unless otherwise expressly stated in the Billing Policy, all payments made to Keeperly are non-refundable. This includes, without limitation, subscription fees, usage-based charges (such as for email, SMS, voice, or AI services), setup fees, and any remaining time in a billing period following cancellation.

6.3 Payment Failure

If your payment method is declined or your account becomes past due, your access to the Services may be suspended or terminated immediately. Keeperly may also refer unpaid accounts to third-party collections and assess late fees, interest, or administrative penalties as outlined in the Billing Policy.

6.4 Billing Start and Disputes

Billing begins on the date you purchase the subscription, regardless of whether services are immediately activated. All billing disputes must be submitted in writing to [email protected] within fifteen (15) days of the charge in question. Disputes submitted after this period may not be eligible for review or reversal.

6.5 Phone Numbers, Registration Fees, AI Charges, and Email Fees

For subscription plans that include telephony (such as SMS and voice calling),
you agree to pay all applicable phone number provisioning fees and mandatory
registration costs (such as A2P 10DLC campaign registration) as outlined in our
Billing Policy. If you use AI-powered features or automation tools offered by
Keeperly, you also agree to pay all usage-based AI service fees. Additionally,
you agree to pay applicable fees for email usage and delivery services.
Usage-based billing may be charged automatically in predefined increments to
maintain uninterrupted access to services such as email, SMS, voice, or AI
features. These charges, along with any other usage-based costs, are billed in
accordance with the terms and pricing described in the Billing Policy.

7. INTELLECTUAL PROPERTY

7.1 Keeperly's IP

All trademarks, logos, images, workflows, templates, system configurations, and platform software (“Keeperly Content”) are the exclusive property of Keeperly or its licensors. We grant you a revocable, non-exclusive, non-transferable license to access and use Keeperly Content solely within the scope of the Services. All other rights are reserved.

7.2 User Content

You retain all rights in content you upload or input into the Services (“User Content”), including your client list and uploaded media. You grant Keeperly a non-exclusive license to host, process, and use this content solely to deliver the Services. You confirm your legal right to upload and use such content.

7.3 AI-Generated Outputs

You retain ownership of AI-generated written content and media (e.g., text and images) you create through the platform. You may use such outputs outside the platform, subject to these Terms and applicable law.

However, AI-generated workflows, funnels, automations, and platform-specific configurations are considered Keeperly Content. These elements are designed to operate exclusively within the Keeperly platform and are not compatible with or exportable to external systems. You may not copy, extract, or repurpose such platform-native logic or automations outside the Services.

Keeperly is not responsible for storing, preserving, or exporting any AI-generated outputs—including written content or platform configurations—following account termination. You are solely responsible for saving or backing up any exportable AI-generated outputs before discontinuing use. See Section 7.5 for additional retention and data export limitations.

7.4 Platform Ownership and Use Restrictions

All websites, funnels, automations, workflows, templates, and logic configurations created using the Services—regardless of AI or manual creation—remain the intellectual property of Keeperly LLC unless explicitly stated otherwise. These are licensed for use exclusively on the Keeperly platform and cannot be copied, reverse-engineered, or repurposed elsewhere.

7.5 Data Ownership, Retention & Export Limits

You are solely responsible for copying or preserving any exportable User Content or data (including AI-generated written outputs) prior to account termination. Keeperly does not export or make available platform-dependent content such as websites, workflows, funnels, conversations, communications (email, SMS, chat), or system logic.

Once your account is closed, all access to the platform and associated data will be permanently discontinued without further notice.

7.6 DMCA & Copyright

If you believe that any content on our platform infringes your copyright, please send a DMCA-compliant notice to [email protected]. We will review and, if appropriate, remove infringing material and may suspend repeat offenders.

8. DISCLAIMER OF WARRANTIES

8.1 As-Is Provision

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KEEPERLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

8.2 No Professional Advice

The content provided through the Services—including any guidance, automation, AI-generated content, or strategy recommendations—does not constitute legal, financial, medical, or professional advice. You acknowledge and agree that you are solely responsible for evaluating and using any information provided, and you should seek professional guidance as appropriate.

8.3 User Responsibility

You are solely responsible for your use of the Services and the outcomes of your actions based on any information, automation, or tools provided by Keeperly. It is your responsibility to ensure compliance with all applicable laws and regulations (including but not limited to the FTC Act, CAN-SPAM, TCPA, GDPR, and CCPA). Keeperly makes no guarantees regarding the accuracy, completeness, or effectiveness of the Services for your specific needs or objectives.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEEPERLY LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF (OR INABILITY TO USE) THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Ceiling

IN NO EVENT SHALL KEEPERLY’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL AMOUNT YOU PAID TO KEEPERLY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9.4 Third-Party Integrations Disclaimer

Keeperly shall not be held liable for any damages, disruptions, or losses arising from your use of third-party tools, software, platforms, or services integrated with or connected to the Keeperly platform. Use of third-party integrations is at your own risk and subject to the terms of those respective services.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Keeperly LLC, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

- Your access to or use of the Services;

- Your violation of these Terms or any applicable law or regulation;

- Your User Content, including any allegation that such content infringes or misappropriates the intellectual property or other rights of a third party;

- Your use of any third-party services or integrations in connection with the Services;

- Any activity that occurs under your account, whether or not authorized by you.

10.1 Expanded Indemnification Scope

This indemnification obligation also includes, without limitation, any liability arising from:

- Communications you send or facilitate through the platform (including SMS, email, or social media); - - Your use of automation, AI tools, or other Keeperly-powered features;

- Any regulatory or enforcement actions brought against Keeperly as a result of your actions or failure to comply with applicable legal requirements (including but not limited to TCPA, CAN-SPAM, A2P 10DLC, GDPR, or CCPA).

We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate fully with us in the defense of any such claim.

11. DISPUTE RESOLUTION & GOVERNING LAW

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any legal action or proceeding related to the Services or these Terms must be brought exclusively in a state or federal court located in Pinellas County, Florida, unless otherwise agreed in writing by both parties.

11.2 Arbitration & Class Waiver

- Informal Resolution Required: Before initiating a formal legal proceeding or arbitration, you agree to first contact Keeperly at [email protected] and attempt to resolve the dispute informally in good faith.

- Binding Arbitration: If informal resolution is unsuccessful after 30 days, all disputes shall be resolved through final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration will take place in Pinellas County, Florida, and the language of arbitration will be English.

- Individual Claims Only: You agree to bring claims against Keeperly only in your individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of representative or class proceeding.

11.3 Claim Window

You must initiate any claim or cause of action related to these Terms or the Services within three (3) months of the event giving rise to the claim, or the claim is permanently barred.

11.4 Arbitration Procedure & Opt-Out

Each party is responsible for its own arbitration costs unless otherwise required by AAA rules or ordered by the arbitrator. You may opt out of this arbitration provision within thirty (30) days of first accepting these Terms by emailing a clear written notice to [email protected] with “Opt-Out of Arbitration” in the subject line. If you opt out, neither party will be bound to arbitrate disputes.

12. MISCELLANEOUS

12.1 Entire Agreement

These Terms, together with our Privacy Policy, Billing Policy, and Disclaimer, constitute the complete and exclusive agreement between you and Keeperly regarding your use of the Services. They supersede any prior or contemporaneous understandings, communications, or agreements—oral or written—between you and Keeperly.

12.2 Severability & Waiver

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions. No waiver of any term shall be deemed a continuing waiver or a waiver of any other term.

12.3 No Agency

Nothing in these Terms shall be construed to create any agency, partnership, joint venture, or other form of joint enterprise between you and Keeperly. Neither party has authority to bind the other or incur obligations on the other’s behalf.

12.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations under them, without prior written consent from Keeperly. We may freely assign or transfer our rights and obligations without restriction.

12.5 Export Compliance

You agree not to use, export, or re-export the Services except as authorized by U.S. law and the laws of the jurisdiction in which you reside. Specifically, you agree not to export or provide access to the Services to individuals or entities in embargoed countries or on restricted lists maintained by the U.S. government.

12.6 Force Majeure

Keeperly 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, natural disasters, labor disputes, Internet or utility outages, governmental actions, or third-party service interruptions.

12.7 Account Security Responsibility

You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Keeperly is not responsible for any losses arising from unauthorized use of your account due to your failure to safeguard credentials.

12.8 Data Retention After Termination

Following the termination or cancellation of your account, Keeperly may retain your User Data for a commercially reasonable period, as required to meet legal obligations, enforce our agreements, or support legitimate business operations. After that, data may be anonymized, securely archived, or deleted at our discretion.

12.9 Survival

The following sections of these Terms will survive the termination or expiration of your account or your access to the Services, regardless of the reason for termination:

- Section 6 – Billing & Payments

- Section 7 – Intellectual Property

- Section 8 – Disclaimer of Warranties

- Section 9 – Limitation of Liability

- Section 10 – Indemnification

- Section 11 – Dispute Resolution & Governing Law

Additionally, any other provisions that by their nature should reasonably survive shall also remain in effect, including but not limited to confidentiality obligations, rights granted to Keeperly, and disclaimers related to service limitations or data retention.

We welcome your questions, comments, and concerns about our terms of use policy. You can contact us at:

Keeperly LLC

600 Cleveland St Suite 800

Clearwater, FL 33755

Phone: 727-304-4200

Email: [email protected]

Last Updated: January 1, 2025