Last Revised: March 15, 2016
The following Terms of Service (“Agreement”) govern your use of Keewi Inc.’s (“Keewi,” “Keewi Inc.,” “us,” “we,” and “our,”) website available at www.keewisolutions.com and all content or information therein and any subdomains thereof (collectively, the “Site”), software, mobile applications for mobile devices that we may make available through our Site or a third party app store or site, offering similar features to those available on our Site (“Apps”), and our products and services (collectively, the “Service”).
We may amend this Agreement from time to time and we ask you to check the Service periodically as this Agreement may have changed. When we change this Agreement in a material manner, we will notify you by email or by posting an announcement on the Service. Your continued use of our App, Site or Service after any change constitutes your acceptance of the new Agreement. If you do not agree to any of these terms or any future Agreement, you may not use or access (or continue to use or access) the Service.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Eligibility. The Service is not directed at children younger than 18 years of age. The Service is intended solely for Users who are 18 years of age or older, and any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. Keewi does not knowingly collect, use or solicit personal information about or from children aged 13 or younger. If we learn that Keewi has collected information from a child aged 13 or younger, we will delete that information as quickly as possible. By using the Service, you represent to us that you are 18 years of age or older and are legally competent to enter into and agree to this Agreement.
Accounts. Before using Keewi, you will need to sign up for an account. During registration we require that you provide us with your name, and e-mail. We may also require additional information from you if necessary to provide the Service. When downloading our App we may collect additional information such as your Unique Device ID or IP address.
After registering, we will provide you with a username, and you will select and provide a password. We have the final discretion in granting accounts and reserve the right to reject Users without explanation. We may at our discretion restrict, limit or revoke your ability to register, access or use Keewi at any time.
Changes, Suspension of Access, and Certain Terminations. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service (including the right to cancel any mobile application or hosted sites) without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, your right to use the Service will immediately cease, and may result in the immediate deletion of any User Content that you have submitted to Keewi. If you wish to terminate your use of the Service, you may notify Keewi at email@example.com or simply discontinue using the Service to the extent you do not have a subscription with Keewi. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability.
License. Subject to the terms and conditions of this Agreement, we grant you a personal, limited, non-exclusive and non-transferable license (without right of sublicense) to use the Service, including to install and use our software or Apps, for your personal, non-commercial use as permitted by the features of the Service. We may make our Apps available on our Site or elsewhere, such as a third party store dedicated to the promotion and sale of apps. You are given the right to download one copy of the App at the price listed, if any onto one mobile device owned or leased solely by you.
When you use our Service or Apps you are granted a license only for your personal use. This means that you cannot sell our Service or Apps anywhere else, share your license with anyone else, reverse engineer or otherwise attempt to copy our Service or Apps, or try and make money off of our Service or Apps without our express prior written permission. Even if we offer our Service or Apps for free, you must still abide by these provisions and not copy or otherwise use our Service or Apps in a manner prohibited by this section. You obtain no ownership rights when you purchase and download any software or our Apps, and Keewi Inc. reserves all rights not expressly granted herein in the Service and the Keewi Content (as defined below).
Restrictions. When using our Apps, Site or Service, you assume full responsibility for your use and agree not to use the Apps, Site or Service in ways not explicitly authorized by Keewi. You are responsible for your use of the Service, and for any use of the Service made using your account. You agree not to access, copy, or otherwise use the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Keewi. By using our Site and Service you agree to the following:
Further, the following additional terms also apply to the App available via the Apple, Inc. (“Apple”) App Store:
Š Both you and we acknowledge that the Agreement is concluded between you and us only, and not with Apple, and that Apple is not responsible for the App;
Š The App is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicenseable basis, solely to be used in connection with the Service for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Service;
Š You will only use the App in connection with an Apple device that you own or control;
Š You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
Š In the event of any failure of the App to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the App;
Š You acknowledge and agree that Keewi, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation;
Š You acknowledge and agree that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Keewi, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim to the extent required by this Agreement;
Š You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
Š Both you and we acknowledge and agree that, in your use of the App, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
Š Both you and we acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof.
If you are discovered to violate any of the restrictions described in this section, your privileges to use our Service may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Service, but Keewi reserves the right to suspend or terminate any account at any time without notice or explanation.
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Keewi Content”), and all intellectual property rights therein or related thereto, are the exclusive property of Keewi and its licensors. Except as explicitly provided herein, nothing in this Agreement will be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Keewi Content. Use of the Keewi Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
Keewi, keewisolutions.com and other Keewi graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, common law trademarks or trade dress of Keewi. Keewi’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Keewi.
Feedback. You may choose to or we may invite you to submit feedback, modifications, suggestions, improvements, comments, ideas, or the like about the Service, including without limitation about how to improve the Service or our other products (“Feedback”). You hereby grant to Keewi a world-wide, royalty free, irrevocable, perpetual license to use, incorporate and otherwise exploit any Feedback in connection with the Service and any of Keewi’s or any of its successors’ or affiliates’ businesses, products, technology, services, specifications or other documentation.
We are not required to host, display, or distribute any content, and we may refuse to accept or transmit content, and may remove or delete content from Keewi at any time.
Billing. Keewi offers paid subscriptions. If you elect to purchase products or services on or through the Service, or to use paid aspects of the Service, you agree to the pricing and payment terms, as we may update them from time to time. After registering for a paid Keewi subscription you will be prompted for payment information and must submit a credit card as payment. The price to use our Site and Service may vary, and we may add new products and services for additional fees and charges at any time in its sole discretion. When paying please verify that you understand the price and the terms and conditions of payment. If you are purchasing a monthly plan, please be aware that your credit card will be charged and automatically billed on a monthly basis without additional notice to you. We reserve the right to raise our monthly rates at any time; however, we will provide you with notice of the fee increase.
You may cancel your account with us at any time. However, you acknowledge and agree that Keewi has no obligation to provide a refund for any products or services purchased on our through the Service. Although we may grant refunds, we examine refunds on a case by case basis and have the sole discretion in granting or denying any refunds. Further, in the event that Keewi suspends or terminates your use of the Service or this Agreement, you understand and agree that Keewi has no obligation to provide, and you may not receive, a refund or exchange of any kind, including for any unused payments, any license or subscription fees for any portion of the Service, any content or data associated with your use of the Service, or for anything else.
Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
The Service may be unavailable from time to time for maintenance or other reasons. Keewi shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, any content made available via the Site. ALL USE OF THE SITE AND THE SERVICE IS AT YOUR OWN RISK. THE SERVICE AND ANY CONTENT AND INFORMATION PRESENTED ON THE SITE OR VIA THE SERVICE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR SAFETY. KEEWI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE, KEEWI CONTENT OR SERVICE, OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, AND (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN. KEEWI DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE OR PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR OTHER ADVERTISING, AND KEEWI WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS EXPRESSLY PROVIDED HEREIN.
WITHOUT LIMITING THE FOREGOING, NEITHER KEEWI NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SITE, KEEWI CONTENT, AND SERVICE WILL BE UNINTERRUPTED OR THAT THE SITE, KEEWI CONTENT AND SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. NEITHER KEEWI NOR ITS LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. KEEWI IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF YOU OR ANY USER.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE AND ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
UNDER NO CIRCUMSTANCES WILL KEEWI, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PERSON CLAIMING THROUGH OR UNDER YOU FOR ANY LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS OR LOST DATA, OR FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, ARISING FROM YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, INCLUDING THE SITE AND APPS, OR ANY OF THE KEEWI CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE OR APPS, EVEN IF KEEWI IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, KEEWI SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM OR IN RELATION TO HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE, OR YOUR INTERACTIONS WITH KEEWI OR ANY OTHER USE OF THE SERVICE.
IN NO EVENT SHALL KEEWI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE LESSER OF US $100 OR THE FEES PAID BY YOU TO KEEWI IN THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU AGREE THAT THE ABOVE LIMITATIONS OF LIABILITY TOGETHER WITH THE OTHER PROVISIONS IN THIS AGREEMENT THAT LIMIT LIABILITY ARE ESSENTIAL TERMS OF THIS AGREEMENT AND THAT KEEWI WOULD NOT BE WILLING TO GRANT YOU THE RIGHTS SET FORTH IN THIS AGREEMENT BUT FOR THE ABOVE LIMITATIONS OF LIABILITY; YOU ARE AGREEING TO THESE LIMITATIONS OF LIABILITY TO INDUCE KEEWI TO GRANT YOU THE RIGHTS SET FORTH IN THIS AGREEMENT.
Some states do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
The Service is controlled and offered by Keewi from its facilities in California. Keewi makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
You agree to indemnify and hold Keewi, its affiliates, or its or their directors, officers, employees, agents, suppliers or licensors (each, an “Indemnitee”) harmless from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of: (i) your use of and access to the Keewi Site and Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any of your content caused damage to a third party. Keewi reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify an Indemnitee under this Agreement and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Keewi’s prior written consent. Keewi will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. This defense and indemnification obligation will survive this Agreement and your use of the Keewi Service.
Arbitration. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THIS AGREEMENT OR THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§1 ET. SEQ. (“FAA”) AND FEDERAL ARBITRATION LAW APPLY TO THIS AGREEMENT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THIS AGREEMENT AS A COURT WOULD.
If you intend to seek arbitration you must first send written notice to Keewi of your intent to arbitrate (“Notice”). The Notice to Keewi should be sent by U.S. Postal Service certified mail to Keewi Inc., 765 Carmel Ave, Sunnyvale CA 94085. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. The arbitration will be conducted by the International Institute for Conflict Prevention and Resolution (“CPR”), in accordance with the CPR Rules for Administered Arbitration. The CPR Rules for Administered Arbitration are available at www.cpradr.org or by calling 1-212-949-6490.
The arbitration will be conducted by a panel of three arbitrators, of whom each party shall designate one, with the third arbitrator to be designated by the two party-appointed arbitrators. Such arbitration shall be conducted in San Francisco, California, in the English language. The arbitrators shall establish procedures under which each party will be entitled to conduct discovery. The arbitrators shall award only such damages as are permitted to be awarded pursuant to this Agreement. The arbitrators must render their award within 30 days following the last hearing scheduled by the arbitrators and at that time state the reasons for their award in writing. Except as set forth below, the arbitral award shall be final, binding and incontestable and judgment thereon may be entered in any court of competent jurisdiction. An appeal may be taken under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel in any arbitration arising out of or related to this Agreement that is conducted in accordance with such procedure. Unless otherwise agreed by the parties and the appeal tribunal, the appeal shall be conducted at the place of the original arbitration.
Except as otherwise provided for herein, Keewi will pay all CPR filing, administration and arbitrator fees. If, however, the arbitrators find that either the substance of your claim or the relief sought is improper or not warranted, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), then the payment of all such fees shall be governed by the CPR Rules. In such case, you agree to reimburse Keewi for all monies previously disbursed by us that are otherwise your obligation to pay under the CPR Rules.
WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration we EACH WAIVE ANY RIGHT TO A JURY TRIAL. We also both agree that you or we may bring suit in court for injunctive relief, including to enjoin infringement or other misuse of intellectual property rights.
Governing Law. This Agreement is governed by the FAA and the internal laws of the State of California, without reference to principles of conflicts of laws or choice of law rules. For any actions for which either party retains the right to seek injunctive or other equitable relief, we each agree to submit to the personal jurisdiction of a state court located in Santa Clara County, California or the United States District Court for the Northern District of California, and you hereby waive all defenses for lack of personal jurisdiction and forum non conveniens with respect to such courts.
Force Majeure. You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
Non-Waiver. We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
Assignment. The rights granted to you under this Agreement are not assignable or transferable, in whole or in part. Any attempt to transfer this Agreement without the written consent of Keewi shall be void and of no force and effect. Keewi may freely assign this Agreement, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise. This Agreement will inure to the benefit of and will be binding upon each party’s successors and permitted assigns.
Amendments. We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified. You may refuse to agree to the amendments, but if you do, you must immediately cease using our website and our Service. You must visit this page each time you come to our website and read and agree to it if the date it was last modified is more recent than the last time you agreed to the Agreement.
Remedies. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Keewi must be addressed to our agent for notice and sent via certified mail to:
Notification of Consumer
Rights Complaint or Pricing Inquiry:
765 Carmel Ave
Sunnyvale, CA 94085
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.