PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE KEEPWORTHY PLATFORM. BY ACCESSING OR USING THE KEEPWORTHY WEBSITE, MOBILE APPLICATION, OR ANY RELATED SERVICES (COLLECTIVELY, THE "PLATFORM"), YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.
THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER IN SECTION 19. PLEASE READ THAT SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.
1. INTRODUCTION AND ACCEPTANCE
These Terms of Service ("Terms") constitute a legally binding agreement between you and KeepWorthy Inc. ("KeepWorthy," "we," "us," or "our"), a corporation incorporated under the Canada Business Corporations Act (corporation no. 1813762-5), with its registered office at 350 Bay Street, Suite 1300B, Toronto, Ontario M5H 2S6, Canada. These Terms govern your access to and use of the Platform in the United States.
By creating an account, clicking "I Agree," or otherwise accessing or using the Platform, you represent that (a) you have read and understand these Terms; (b) you meet the eligibility requirements in Section 3; and (c) you have the legal authority and capacity to enter into this agreement.
We may update these Terms as described in Section 22.
KeepWorthy is a social product-journaling platform for recording and sharing products and discovering other users’ posts. It is not a marketplace and does not sell, inspect, authenticate, or endorse the products described by users.
2. DEFINITIONS
"Platform" means the KeepWorthy website, mobile application, application programming interfaces, and all related services, tools, and features offered by KeepWorthy.
"User," "you," or "your" means any individual or entity that accesses or uses the Platform.
“User Content” means the photos, images, product details, ratings, notes, profile information, and other materials you post or make available to other users through the Platform. It excludes abuse reports, privacy requests, and private support or feedback communications, which are handled as described in our Privacy Policy.
"Subscription" means any paid plan or service tier offered by KeepWorthy on a recurring basis.
3. ELIGIBILITY
You may use the Platform only if you are at least 18 years old and have reached the age of majority in your state of residence. Our minimum signup age is 19 in Alabama and Nebraska, 21 in Mississippi, and 18 in the other states and the District of Columbia. When creating an account, you select your state and confirm that you meet the applicable minimum age. We rely on this confirmation and do not independently verify your age or residence. Providing a false confirmation breaches these Terms and may result in termination. KeepWorthy does not knowingly collect personal information from individuals under 13 years of age. If we learn that we have collected personal information from a child under 13, we will take steps to delete that information promptly.
4. ELECTRONIC RECORDS AND SIGNATURES
You consent to receive communications from KeepWorthy in electronic form. All agreements, notices, disclosures, and other communications that KeepWorthy provides to you electronically satisfy any legal requirement that such communications be in writing.
By clicking the "I Agree" checkbox or otherwise affirmatively accepting these Terms during account registration or at the point of subscription enrollment, you consent to transact electronically, including forming contracts, receiving notices, and reviewing and accepting disclosures in electronic form. This consent remains in effect unless and until you withdraw it by contacting us as provided in Section 21.6. Because the Platform is provided only electronically, withdrawing this consent may require us to close your account.
5. ACCOUNT REGISTRATION AND SECURITY
To access certain features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to update that information to keep it accurate, current, and complete. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify KeepWorthy immediately at the contact address provided in these Terms if you suspect any unauthorized access to or use of your account.
You may not transfer your account to any third party. KeepWorthy reserves the right to suspend or terminate accounts that are inactive for extended periods or that we reasonably believe have been compromised.
6. SUBSCRIPTIONS AND PAYMENT
KeepWorthy offers the Platform on both a free basis and through paid Subscription plans. The features available to you depend on the plan you select. KeepWorthy offers Subscription plans through two channels: (a) directly through the KeepWorthy website or web application, processed by Stripe, Inc. ("Web Subscriptions"); and (b) through in-app purchases facilitated by Apple Inc. via the App Store or Google LLC via Google Play ("In-App Purchases" or "IAP"). The channel through which you subscribe determines the terms governing billing, renewal, and cancellation, as described in this Section 6.
6.1 Pricing and Billing
Subscription fees are billed on a recurring basis (monthly or annually, as selected at the time of purchase). By enrolling in a Subscription, you authorize KeepWorthy or its payment processor to charge your designated payment method on a recurring basis at the then-current Subscription rate until you cancel. All fees are stated in United States Dollars unless otherwise specified at the time of purchase. KeepWorthy reserves the right to change Subscription fees upon reasonable advance notice. Any increase in Subscription fees will apply to existing subscribers no earlier than the start of their next renewal term following the notice period described in Section 22 of these Terms. Subscribers who do not accept a fee increase may cancel their Subscription before the start of the renewal term in which the new fee would first apply, without penalty. Any applicable taxes will be shown at checkout. If a subscription becomes past due or otherwise inactive, access to Pro features may end until an active paid entitlement is restored. This does not delete your free account or content. In-App Purchases may be subject to the applicable store’s billing grace period. Promotional codes are valid only for the offer and period stated when they are issued, cannot be combined or exchanged for cash, and may be withdrawn at any time before they are redeemed.
6.2 Express Consent at Enrollment
Before you are charged, you will be shown the price, the billing frequency, and that the Subscription renews automatically until you cancel. You consent by completing your purchase at checkout for Web Subscriptions, or in the Apple or Google purchase sheet for In-App Purchases. How to cancel is described in Sections 6.4 and 6.5.
6.3 Enrollment Confirmation
Upon enrollment in any paid Subscription (including automatic conversion from a free trial), KeepWorthy will promptly send you a written confirmation identifying the material terms of the Subscription, the amount and frequency of the recurring charge, the deadline to cancel to avoid the next charge (if applicable), and the mechanism by which you may cancel, as required by applicable law. For IAP subscriptions, Apple or Google will provide enrollment confirmation on behalf of KeepWorthy as the developer of the licensed application.
6.4 Cancellation — Web Subscriptions
If you enrolled through the KeepWorthy website or web application (Web Subscription), you may cancel at any time through the billing portal accessible from your account settings. The cancellation mechanism is at least as easy to use as the mechanism by which you enrolled. You will not be required to speak to a live agent, navigate more steps than you took to enroll, or take any action beyond submitting your cancellation through the billing portal.
Before your cancellation is finalized, KeepWorthy may present you with a one-time retention offer (for example, a discounted rate or the option to pause your Subscription). You may decline the retention offer and proceed with cancellation without penalty; the retention offer is not a precondition to cancellation and will not delay its effective date. Cancellation takes effect at the end of the then-current billing period, and you will retain access to Subscription features through that date. KeepWorthy does not provide pro-rated refunds for unused portions of a billing period except as required by applicable law.
If you delete your KeepWorthy account, any active Web Subscription will be cancelled immediately upon account deletion, except as required by applicable law. You will not receive a pro-rated refund for any unused portion of the remaining billing period. If you wish to retain access to Subscription features through the end of your paid term, you should cancel your Subscription through the billing portal rather than deleting your account.
You do not have to accept updated Terms or regain access to suspended Platform features to cancel a Web Subscription. We will keep an online cancellation method available in those circumstances. If you cannot access that method, contact support@getkeepworthy.com for assistance. In-App Purchase subscriptions remain cancellable through Apple or Google.
6.5 Cancellation — In-App Purchases
If you subscribed through the Apple App Store or Google Play (In-App Purchase), cancellation is managed exclusively through your Apple ID account settings or your Google account subscription settings, as applicable. KeepWorthy does not control IAP billing and cannot cancel an IAP subscription on your behalf.
Deleting your KeepWorthy account permanently removes your account and your access to the Platform but will not cancel any active IAP subscription. You must cancel your IAP subscription directly through Apple or Google before closing your KeepWorthy account to avoid continued charges.
6.6 Subscription Reminders
For annual Subscription plans, we will provide a renewal reminder 15–45 days before renewal. It will identify the upcoming renewal date, renewal term, charge amount, billing frequency, and cancellation method. We will also provide an annual reminder for ongoing monthly Subscriptions identifying the service, charge amount, billing frequency, and cancellation method. Notices will be delivered by email or another legally permitted method. We or the applicable billing provider will deliver any additional notices required by law, including notices relating to qualifying free or discounted trial periods.
6.7 Free Trials, Introductory Offers, and In-App Purchase Disclosures
KeepWorthy may offer free trials or introductory pricing for Subscription plans. Where offered, we will disclose before enrollment the eligibility requirements, offer duration, price payable afterward, billing frequency, whether the Subscription automatically converts to a paid plan, and how and when to cancel to avoid a charge. If the offer includes automatic conversion, your payment method will be charged the amount disclosed at enrollment unless you cancel by the disclosed deadline. At the conclusion of any free trial or introductory period, your Subscription will automatically convert to a paid plan at the then-current standard rate and your designated payment method will be charged, unless you cancel before the end of the trial or introductory period. The material terms of any free trial or introductory offer — including the automatic conversion, the charge amount upon conversion, and the deadline to cancel to avoid the first charge — will be disclosed to you at the time of enrollment.
For Subscriptions processed through the Apple App Store or Google Play (In-App Purchases), the applicable platform — Apple or Google — displays the pre-purchase disclosure screen to you as part of its standard in-app purchase flow. KeepWorthy, as the developer of the licensed application, is responsible for designing its in-app purchase flows in a manner that satisfies applicable disclosure requirements, including applicable California automatic-renewal disclosure and consent requirements. The platform's display of required disclosures is one means by which KeepWorthy's implementation satisfies those requirements; it does not transfer KeepWorthy's underlying responsibility to ensure its application complies with applicable law.
7. LICENSE GRANT AND RESTRICTIONS
Subject to your compliance with these Terms, KeepWorthy grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal, non-commercial use.
You may not: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble any portion of the Platform; (c) rent, lease, lend, sell, sublicense, or otherwise transfer access to the Platform; (d) use the Platform for any unlawful purpose; (e) use automated means to access the Platform without our written consent; (f) introduce viruses, malware, or other harmful code; (g) interfere with or disrupt the integrity or performance of the Platform; (h) attempt to gain unauthorized access to any part of the Platform or its related systems; or (i) use the Platform to build a competing product or service.
8. USER CONTENT
You retain ownership of your User Content. You grant KeepWorthy a worldwide, royalty-free, non-exclusive license to host, store, reproduce, adapt, and display it solely to operate and improve the Platform and provide its features, subject to your visibility settings. We may sublicense these rights to service providers only as needed for those purposes, and may transfer this license to a successor to our business that remains bound by these Terms. The license ends when you delete the content or your account, except to the limited extent necessary to retain and process backup copies or records for security, legal compliance, or resolving disputes, as described in Section 20 and our Privacy Policy. Retention does not authorize continued public display of deleted content.
You represent and warrant that you have all rights necessary to grant the foregoing license and that your User Content does not violate any third-party rights, including intellectual property rights or privacy rights, or any applicable law.
Profiles are public by default. You can choose public, followers-only, or private visibility in Settings; the setting applies across your account rather than separately to individual posts. Product and profile share links open in the KeepWorthy app and do not bypass sign-in or visibility restrictions. Blocking prevents both accounts from viewing each other’s product posts or following each other. It removes existing follows in both directions; unblocking does not restore them. These controls cannot retract copies someone has already made outside the Platform. These features may change as the Platform develops.
KeepWorthy may remove any User Content that it determines, in its sole discretion, violates these Terms or is otherwise objectionable. We have no obligation to monitor User Content. User Content is the responsibility of the user who posts it, and we are not responsible for it or for your dealings with other users.
You can report a product post through its report control. Reporting hides that post from your view. A post that receives multiple reports may be hidden from other users pending manual review. Its owner can still view, edit, or delete it. To request review of a moderation decision, contact support@getkeepworthy.com. Copyright and NCII requests follow the separate processes in Sections 11 and 9.
9. PROHIBITED CONDUCT
You agree not to use the Platform to: (a) harass, bully, intimidate, or harm any individual; (b) post or transmit content that is unlawful, defamatory, obscene, fraudulent, or invasive of another's privacy; (c) impersonate any person or entity or misrepresent your affiliation; (d) collect or store personal information of others without their consent; (e) violate any applicable federal, state, or local law or regulation; (f) engage in any activity that disrupts or interferes with the Platform; (g) post, share, or distribute non-consensual intimate imagery ("NCII") including digitally fabricated or manipulated depictions or sexually explicit visual depictions of any identifiable individual without that individual's consent, in violation of any applicable law; or (h) post, share, or submit consumer reviews, testimonials, or endorsements that contain materially false or misleading statements, that fail to disclose a material connection between the reviewer and any person or product being reviewed (including compensation, a business or employment relationship, or a personal relationship), or that are otherwise deceptive or unlawful.
If an intimate image of you was published on the Platform without your consent, you or your authorized representative may request removal by emailing support@getkeepworthy.com with the subject “NCII Removal Request.” Include a physical or electronic signature, enough information to identify and locate the image, a brief explanation of your good-faith belief that publication was non-consensual, and contact information. KeepWorthy will remove the image, and make reasonable efforts to remove any known identical copies, as soon as possible and no later than 48 hours after receiving a valid request. Anyone may also report suspected NCII through the product report control.
If you post a review, testimonial, or endorsement on or through the Platform, you represent and warrant that any material connection you have with the subject of that review — including but not limited to employment, a business or ownership relationship, or the receipt of compensation, free products, or services — is clearly and conspicuously disclosed. You may not submit a review in exchange for compensation without disclosure, solicit, purchase, or submit fake reviews, or engage in any conduct designed to suppress or distort negative reviews.
You must not upload or distribute child sexual abuse material; use the Platform to offer, sell, or facilitate transactions in illegal or regulated goods; buy or manufacture likes, follows, saves, or other engagement; scrape or bulk-collect content or account information without our written permission; or identify, expose, threaten, or retaliate against a person for reporting content or misconduct. We report apparent child sexual abuse material to the National Center for Missing and Exploited Children and, where appropriate, to law enforcement, as required by law.
10. INTELLECTUAL PROPERTY
The Platform, including its design, graphics, text, software, and other content (excluding User Content), is the property of KeepWorthy or its licensors and is protected by United States and international intellectual property laws. These Terms do not grant you any ownership interest in or to the Platform.
The KeepWorthy name, logo, and related marks are trademarks of KeepWorthy Inc. You may not use these marks without the prior written consent of KeepWorthy.
11. DIGITAL MILLENNIUM COPYRIGHT ACT
KeepWorthy respects intellectual property rights and expects users to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, KeepWorthy will respond to notices of alleged copyright infringement that comply with applicable law.
If you believe that any content on the Platform infringes your copyright, you may submit a written notification to our designated DMCA agent containing the following information: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and sufficient information to locate it; (d) your contact information; (e) a statement that you have a good faith belief that the use is not authorized; and (f) a statement that the information in your notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Notices may be sent to: copyright@getkeepworthy.com (with "DMCA Notice" in the subject line). KeepWorthy has registered a designated DMCA agent with the United States Copyright Office pursuant to 17 U.S.C. § 512(c)(2).
If you believe that material you posted was removed or disabled as a result of mistake or misidentification of the material, you may submit a counter-notification to our designated DMCA agent containing: (a) your physical or electronic signature; (b) identification of the material that was removed and the location at which it appeared before removal; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal court in the judicial district where your address is located, or, if outside the United States, to any judicial district in which KeepWorthy may be found, and that you will accept service of process from the party that submitted the original infringement notification. After receiving a valid counter-notice, we will promptly send a copy to the complainant and tell them that we intend to restore access in 10 business days. We will restore access between 10 and 14 business days after receipt, unless our designated agent first receives notice that the complainant has filed a lawsuit seeking to restrain the user’s allegedly infringing activity relating to that material, in accordance with 17 U.S.C. § 512(g).
KeepWorthy will, in appropriate circumstances, disable or terminate the accounts of users who are determined to be repeat infringers, in accordance with 17 U.S.C. § 512(i)(1)(A). If KeepWorthy obtains actual knowledge of any apparent violation involving child sexual abuse material ("CSAM") on the Platform, KeepWorthy will promptly report that content to the National Center for Missing and Exploited Children ("NCMEC") CyberTipline, and may report it to law enforcement, in accordance with applicable federal law.
12. THIRD-PARTY SERVICES AND LINKS
The Platform may contain links to or integrate with third-party websites, applications, or services that are not owned or controlled by KeepWorthy. KeepWorthy has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party services. Your interactions with third-party services are governed by those parties' own terms and privacy policies. We encourage you to review those policies before using any third-party service.
We use OpenAI to suggest product categories from product text. Suggestions may be wrong; review them before saving. Google Maps Platform supplies store information, and KeepWorthy calculates displayed distances. By using store search you agree to the Google Maps/Google Earth Additional Terms of Service (https://maps.google.com/help/terms\_maps/) and the Google Privacy Policy (https://policies.google.com/privacy).
13. PRIVACY
Your use of the Platform is subject to KeepWorthy's Privacy Policy (United States), which is incorporated into these Terms by this reference. By creating an account on the Platform, you acknowledge that you have read and understood our Privacy Policy (United States). Our collection, use, and disclosure of your personal information is governed by the practices described in that Privacy Policy and by applicable law.
14. DISCLAIMERS OF WARRANTIES
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KEEPWORTHY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. KEEPWORTHY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT ON THE PLATFORM.
PRODUCT POSTS, CATEGORY SUGGESTIONS, STORE INFORMATION, AND DISTANCES MAY BE INACCURATE OR OUTDATED. A LISTED STORE MAY BE CLOSED OR MAY NOT STOCK THE PRODUCT. WE DO NOT VERIFY PRODUCT AUTHENTICITY OR SAFETY. CONFIRM RELEVANT DETAILS DIRECTLY WITH THE STORE OR MANUFACTURER BEFORE RELYING ON THEM.
15. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KEEPWORTHY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM, EVEN IF KEEPWORTHY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KEEPWORTHY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU ACTUALLY PAID TO KEEPWORTHY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).
THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO, AND KEEPWORTHY DOES NOT LIMIT ITS LIABILITY FOR: (A) DAMAGES ARISING FROM KEEPWORTHY'S FRAUD OR FRAUDULENT MISREPRESENTATION; (B) DAMAGES ARISING FROM KEEPWORTHY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (C) PERSONAL INJURY OR DEATH CAUSED BY KEEPWORTHY'S NEGLIGENCE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY, SO SOME OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.
16. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless KeepWorthy and its officers, directors, employees, affiliates, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content, including any claim that it is unlawful or infringes a third party's rights; (b) your material breach of these Terms; or (c) your intentional misuse of the Platform.
The foregoing indemnification obligation does not apply to any claim to the extent that it arises from KeepWorthy's negligence, fraud, or willful misconduct.
17. SANCTIONS COMPLIANCE
You represent and warrant that you are not: (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions administered by the United States Office of Foreign Assets Control ("OFAC") or any other applicable governmental authority, including but not limited to Cuba, Iran, North Korea, and the Crimea, Donetsk, and Luhansk regions of Ukraine; (b) identified on any OFAC sanctions list, including the Specially Designated Nationals and Blocked Persons List, or on any sanctions list administered by the U.S. Bureau of Industry and Security ("BIS") or any other applicable authority; or (c) otherwise prohibited from transacting with KeepWorthy under applicable export control or sanctions laws and regulations.
You agree not to use the Platform in any manner that would cause KeepWorthy to violate applicable sanctions, export control, or anti-money laundering laws.
18. GOVERNING LAW AND DISPUTE RESOLUTION (OTHER THAN ARBITRATION)
Except as provided in Section 19, these Terms and any dispute arising out of or related to them or the Platform are governed by the laws of the U.S. state in which you reside, without regard to conflict of law principles. The Federal Arbitration Act governs Section 19. KeepWorthy is a corporation organized under the federal laws of Canada and maintains no place of business in any United States jurisdiction.
Notwithstanding the foregoing choice of governing law, nothing in these Terms limits or waives any mandatory consumer-protection rights you may have under the laws of the jurisdiction in which you reside that cannot be waived or varied by contract, including but not limited to the consumer-protection statutes applicable to residents of the State of California and other United States states with mandatory consumer-protection laws. Where those laws require a particular remedy or procedure, they govern to the extent of the conflict with these Terms.
To the extent a matter is not subject to arbitration under Section 19, you may bring a dispute arising out of these Terms or the Platform in the courts of your state of residence. KeepWorthy may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration or to protect its intellectual property rights, without waiving its right to compel arbitration of the underlying dispute.
19. BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE MOST DISPUTES WITH KEEPWORTHY THROUGH FINAL AND BINDING ARBITRATION AND LIMITS YOUR ABILITY TO SEEK RELIEF IN COURT. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED BELOW.
19.0 Informal Dispute Resolution
Before initiating any arbitration proceeding, you and KeepWorthy agree to first attempt to resolve any Dispute informally. The party seeking to initiate a Dispute must send a written notice to the other party that identifies the Dispute with reasonable particularity, describes the relief sought, and provides the sending party's contact information. Notices to KeepWorthy may be sent to support@getkeepworthy.com with the subject line "Notice of Dispute." The parties will then have thirty (30) days from receipt of the notice (the "Informal Resolution Period") to attempt in good faith to resolve the Dispute before either party may commence an arbitration. Any applicable statute of limitations or filing deadline will be tolled during the Informal Resolution Period. If the parties do not reach a resolution within the Informal Resolution Period, either party may proceed to arbitration as provided in this Section 19.
19.1 Agreement to Arbitrate
Except as provided in Section 19.4, you and KeepWorthy agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes"), will be resolved exclusively through binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in effect at the time the arbitration is commenced, except as modified by these Terms. The AAA's Consumer Arbitration Rules are available at www.adr.org. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section 19. The arbitrator, and not a court, has exclusive authority to resolve any dispute about the interpretation, applicability or enforceability of this Section 19, except that a court will decide the enforceability of the class action waiver in Section 19.3 and any question about public injunctive relief under Section 19.4.
19.2 Arbitration Procedures
Arbitration will be conducted by a single neutral arbitrator. Unless the arbitrator decides that an in-person hearing is necessary, the arbitration will be conducted on written submissions or by telephone or video conference. Any in-person hearing will take place in the county where you reside. The arbitrator may award any individual relief available in court under applicable law, subject to Section 19.4. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Payment of filing, administration, and arbitrator fees will be governed by the AAA's Consumer Arbitration Rules. KeepWorthy will bear arbitration costs for claims under $10,000 that are not frivolous.
19.3 Class Action Waiver
YOU AND KEEPWORTHY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND KEEPWORTHY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
THIS SECTION DOES NOT WAIVE ANY NON-WAIVABLE RIGHT TO SEEK PUBLIC INJUNCTIVE RELIEF AS PROVIDED IN SECTION 19.4.
19.3A Mass Arbitration
If AAA determines that the applicable requirements for mass arbitration are met, the disputes will be administered under its Mass Arbitration Supplementary Rules and applicable fee schedule. Each claim remains an individual claim. Any additional bellwether, batching, or deferred-filing procedure requires a written agreement between the affected parties after the disputes arise. This section does not authorize class arbitration or limit any non-waivable consumer right.
19.4 Exceptions to Arbitration
Either party may bring an individual action in small claims court for disputes or claims that qualify for small claims court jurisdiction. Either party may also seek emergency equitable relief from a court of competent jurisdiction to the extent necessary to prevent irreparable harm pending arbitration. The filing of a request for such relief does not constitute a waiver of the right to compel arbitration.
A request for public injunctive relief that applicable law does not permit the parties to waive must be brought in a court of competent jurisdiction, not in arbitration. To the extent permitted by law, that request will be stayed pending resolution of arbitrable individual claims.
19.5 Jury Trial Waiver
TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION UNDER SECTION 19.4, YOU AND KEEPWORTHY EACH WAIVE YOUR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY CLAIM RELATED TO THESE TERMS OR THE PLATFORM.
19.6 Opt-Out Procedure
You may opt out of the arbitration and class action waiver provisions in this Section 19 by sending a written notice to support@getkeepworthy.com within thirty (30) days of the date you first agree to these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you are opting out of arbitration. Opting out of arbitration does not affect any other provision of these Terms. If you opt out, disputes will be resolved in the courts specified in Section 18.
19.7 Severability
If any portion of this Section 19 is found to be unenforceable, that portion will be severed and the remaining provisions of this Section 19 will be given full force and effect. If the class action waiver in Section 19.3 is found to be unenforceable in a particular proceeding, the arbitration agreement in this Section 19 will be null and void for that proceeding only, and the dispute will be resolved in court pursuant to Section 18.
The public-injunctive-relief exception in Section 19.4 does not invalidate the agreement to arbitrate other claims. If a restriction on public injunctive relief is unenforceable, that restriction will be severed, and the court may hear the request while the remaining arbitrable claims proceed in arbitration.
19.8 Amendments to This Section
Notwithstanding any other provision of these Terms regarding modification, any amendment to this Section 19 that would materially and adversely affect your rights under this Section will not apply to any Dispute for which either party has already submitted a Notice of Dispute pursuant to Section 19.0, or for which an arbitration proceeding has already been initiated. If KeepWorthy makes a material change to this Section 19, it will provide you with at least thirty (30) days’ advance written notice through notices in the app and/or on our website. Within that thirty (30) day period, you may reject the amendment by sending written notice to support@getkeepworthy.com with the subject line "Arbitration Amendment Rejection," in which case the version of this Section 19 in effect immediately before the amendment will continue to govern any Dispute that arises between you and KeepWorthy.
20. TERMINATION
KeepWorthy may suspend or terminate your access for a material breach of these Terms, where required by law, or where continued access creates a safety or legal risk. Where practicable and appropriate, we will give you notice and a reasonable opportunity to remedy the issue first. We may also end your access for any other reason on notice to you. If we do so while you have an active Web Subscription and you have not breached these Terms, we will refund the unused portion of the fees you prepaid. Upon termination, your right to use the Platform ends immediately. You may delete your account at any time through your account settings. Subscription consequences are described in Sections 6.4 and 6.5.
Account deletion removes your account and product content from the Platform. Certain records remain after deletion: billing and payment records, abuse reports, privacy-request records, age confirmations, and records of acceptance of our legal terms. Age confirmations and legal-acceptance records are retained for one year after deletion and then removed by our scheduled purge process. Other retention periods, legal holds, backup retention, and service-provider records are described in our Privacy Policy. Private feedback records in our application database are deleted with the account; related diagnostic records may remain with our service providers for their applicable retention periods. Other personal information will be retained and deleted in accordance with KeepWorthy's Privacy Policy.
Provisions that by their nature should survive termination will survive, including Sections 10, 14, 15, 16, 18, and 19. Section 8 survives only to the limited extent needed for retained copies and records described in that section.
21. GENERAL PROVISIONS
21.1 Entire Agreement
These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and KeepWorthy with respect to the Platform and supersede all prior agreements and understandings.
If provisions conflict, non-waivable applicable law controls first, followed by the specific price, billing, and cancellation disclosures accepted at checkout, these Terms, and then the Privacy Policy. This order does not expand our permitted use of personal information or replace any consent required by law. The specific app-store provisions in Sections 6.5 and 21.9 continue to apply.
If you voluntarily provide suggestions about the Platform, you permit us to use those suggestions to improve it without compensation or an obligation to implement them. This does not authorize public disclosure of your private support communications or override our Privacy Policy.
21.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if such modification is not possible, it will be severed, and the remaining provisions will remain in full force and effect.
21.3 Waiver
The failure of KeepWorthy to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing to be effective.
21.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without KeepWorthy's prior written consent. KeepWorthy may freely assign these Terms without restriction.
21.5 Force Majeure
KeepWorthy will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, power failures, or internet service provider failures.
21.6 Notices
Legal notices to KeepWorthy may be sent by email to support@getkeepworthy.com or by post to KeepWorthy Inc., 350 Bay Street, Suite 1300B, Toronto, Ontario M5H 2S6, Canada. Copyright notices and counter-notices should be directed to the designated agent in Section 11.
21.7 Contact Information
If you have questions about these Terms, you may contact KeepWorthy at: support@getkeepworthy.com.
21.8 California Users
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: The provider of the Platform is KeepWorthy Inc. If you have a complaint about the Platform or wish to request further information about use of the Platform, please contact us at support@getkeepworthy.com. If you cannot resolve a complaint with KeepWorthy directly, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
21.9 Mobile App Store Terms
If you access the Platform through an application downloaded from the Apple App Store, the following additional terms apply. These Terms are concluded between you and KeepWorthy only, and not between you and Apple Inc. ("Apple"). KeepWorthy, not Apple, is solely responsible for the licensed application and its content. Apple has no obligation to furnish any maintenance or support services with respect to the application. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple and Apple will refund the applicable purchase price to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the application. Apple is not responsible for addressing any claims by you or any third party relating to the application or your possession or use of the application, including but not limited to product liability claims, consumer protection claims, intellectual property infringement claims, or claims arising under any other law.
Apple and its subsidiaries are third-party beneficiaries of these Terms as they apply to your license of the KeepWorthy application. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
The party responsible for the licensed application and for addressing end-user claims is KeepWorthy Inc., 350 Bay Street, Suite 1300B, Toronto, Ontario M5H 2S6, Canada; telephone 1 (855) 523-3877; email support@getkeepworthy.com.
If you access the Platform through an application downloaded from the Google Play Store, your use is also subject to the Google Play Terms of Service. In the event of a conflict between these Terms and the Google Play Terms of Service solely with respect to the distribution and download of the application, the Google Play Terms of Service will control.
The application license is non-transferable and covers Apple-branded devices you own or control, subject to the Apple Media Services Usage Rules and their permitted Family Sharing, volume-purchasing, and Legacy Contact access. You must comply with applicable third-party agreements when using the application.
KeepWorthy is responsible for investigating, defending, settling, and satisfying third-party claims that the application or your authorized use infringes intellectual property rights. Apple has no such responsibility.
You represent that you are not in a region embargoed by the United States or designated by it as supporting terrorism, and that you are not on a United States prohibited- or restricted-party list.
21.10 Changes to the Platform
We may add, change, or remove Platform features. Changes that materially reduce the paid functionality of an existing Subscription will ordinarily take effect at the start of the next renewal term, after advance notice and an opportunity to cancel before renewal. We may make earlier changes where reasonably necessary for legal, security, or safety reasons. Feature changes do not automatically entitle you to a refund, except as required by applicable law. In-App Purchase refunds are handled through Apple or Google under the applicable store process, without limiting your statutory rights.
22. UPDATES TO THESE TERMS
KeepWorthy may update these Terms from time to time. When we make material changes — those that materially affect your rights, our data practices, pricing, subscription fees, or dispute-resolution procedures — we will provide you with advance notice of at least thirty (30) days through in-app notification and/or email and/or our website before the change takes effect, and we will require your affirmative agreement to the updated Terms before you may continue to use the Platform after the effective date. If you do not accept a material change, you must stop using the Platform when the change takes effect. You may cancel your Subscription before that date using the cancellation method described in Section 6.4 or 6.5. Signing out or declining updated Terms does not automatically cancel your Subscription. Deleting your KeepWorthy account cancels an active Web Subscription as described in Section 6.4, but does not cancel an In-App Purchase subscription, which you must cancel through Apple or Google as described in Section 6.5. This does not affect your right under Section 19.8 to reject an arbitration amendment while keeping the previous arbitration terms.
For non-material changes, such as correcting typographical errors, adding clarifying language that does not expand our rights or restrict yours, or updating contact information, we will update the Effective Date at the top of these Terms, and your continued use of the Platform after such changes constitutes your acceptance of them.
Any increase in Subscription fees constitutes a material change for purposes of this Section 22, and the process described in this Section will apply. Fee increases for existing subscribers will not take effect earlier than the start of the next renewal term following proper notice, and you may cancel before that renewal to avoid the increased fee.
This Section does not override your right under Section 19.8 to reject an arbitration amendment and retain the previous arbitration terms. We will also provide any separate subscription or price-change notices required by applicable law.
For California subscribers, we will also provide notice of an accepted fee change, with cancellation instructions, 7–30 days before it takes effect. An earlier announcement does not replace that notice. We will obtain any additional consent required by applicable law or the billing platform.
These Terms of Service apply to KeepWorthy's Platform as made available to users located in the United States. Users accessing the Platform from Canada are subject to the separate Canadian Terms of Service.