Terms and Conditions
Keepsayk LLC (“Keepsayk”, “we“, “our” or ” us“) provides a service that allows members to create scrapbooks including photos, videos, text and other content, shareable through our website, accessible at www.keepsayk.com (the “Site”) and as a mobile device application (the “Application”). These Terms of Service (“Terms”) establish the terms and conditions under which Keepsayk will permit you to use the Site and Application. These Terms govern your access to and use of the Site and Application and all photos, videos, text, graphics, images, music, software, audio, information or other materials made available on or through the Site and Application (“Content”).
If you click on the “I agree” button or use the Site or Application, you are indicating that you have read, understand and agree to be bound by these Terms. If you do not agree to these Terms, then you have no right to use the Site and Application.
These Terms will remain in effect until terminated. You may terminate these Terms at any time by notifying Keepsayk that you no longer desire to use the Site and Application. Keepsayk may discontinue the Site and Application or terminate these Terms, at any time and for any reason. These Terms will automatically terminate without notice if you breach any of these Terms.
The Site and Application are provided “AS IS,” without warranty of any kind. Keepsayk makes no representations or warranties regarding the suitability of the Site and Application for your intended requirements or purposes or regarding any data or information that you upload or access through the use of the Site and Application.
You agree to pay the applicable fees and any taxes and other fees that may accrue in relation to your use of the Site and Application, if any. All fees are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
The Site, Application and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Keepsayk and its licensors exclusively own all right, title and interest in and to the Site, Application and Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, Site and Application mark or other proprietary rights notices incorporated in or accompanying the Site, Application or Content. All trademarks, Site and Application marks, and logos and any other proprietary designations used on or in connection with the Site and Application are the trademarks or registered trademarks of Keepsayk or its licensors or third parties.
Subject to your compliance with these Terms, Keepsayk grants you a limited, non-exclusive, revocable license, without the right to sublicense, to access and view the Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Application and Content, except as expressly permitted in these Terms. Keepsayk reserves all rights in the Content not expressly granted to you by these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Keepsayk or its licensors, except for the licenses and rights expressly granted in these Terms.
Member Submissions and Content
Members may post, upload, publish, submit or transmit text, graphics, images, video, information or other materials, including comments, to be made available on the Site and through the Application (“Member Submissions“). By making available any Member Submissions on the Site or through the Application, you hereby grant to Keepsayk a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy and transmit Member Submissions (and Member Content if applicable) only in connection with your use of the Site and Application. Keepsayk does not claim any ownership rights in any Member Submissions or Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Member Submissions or Member Content. You acknowledge and agree that you are solely responsible for all Member Content and Member Submissions that you make available on the Site and through the Application. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Submissions and Member Content that you make available on the Site or through the Application or you have all rights, licenses, consents and releases that are necessary to grant to Keepsayk the rights in such Member Submissions and Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor Member Submissions nor your posting, linking, referencing, uploading, publication, submission or transmittal of the Member Submissions or Member Content or Keepsayk’s use thereof on the Site or through the Application will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. YOU ASSUME THE ENTIRE RISK OF LOSS FOR ANY MEMBER CONTENT AND MEMBER SUBMISSIONS THAT YOU MAKE AVAILABLE ON THE SITE AND THROUGH THE APPLICATION.
You agree not to do any of the following:
• Upload, publish, submit or transmit any text, graphics, images, software, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
• Use, display, mirror or frame the Site and Application, or any individual element within the Site and Application, Keepsayk’s name, any Keepsayk trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Keepsayk’s express written consent;
• Access, tamper with, or use non-public areas of the Site and Application, Keepsayk’s computer systems, or the technical delivery systems of Keepsayk’s providers;
• Attempt to probe, scan, or test the vulnerability of any Keepsayk system or network;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measures (including any security or authentication measures) implemented by Keepsayk or any of Keepsayk’s providers or any other third party to protect the Site, Application or Content;
• Attempt to access or search the Site, Application or Content or download Content from the Site or Application through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Keepsayk or other generally available third party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Keepsayk trademark, logo URL or product name without Keepsayk’s express written consent;
• Use the Site, Application or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Application or Content;
• Interfere with the access of any Member, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Site and Application;
• Collect or store any personally identifiable information from the Site or Application from other Keepsayk Members without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Encourage or enable any other individual to do any of the foregoing.
Keepsayk will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Keepsayk may involve and cooperate with law enforcement authorities in prosecuting Members who violate these Terms. You acknowledge that Keepsayk has no obligation to monitor your access to or use of the Site, Application or Content or to review or edit any Member Content or Member Submissions, but has the right to do so for the purpose of operating the Site and Application, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Keepsayk reserves the right, at any time and without prior notice, to remove or disable access to any Content, including, any Member Content and Member Submissions, that Keepsayk, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site or Application.
Keepsayk respects copyright law and expects its Members to do the same. Keepsayk has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
The Site and Application may contain links to third-party websites or resources. You acknowledge and agree that Keepsayk is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or Site and Applications on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Keepsayk of such websites or resources or the content, products, or Site and Applications available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
You agree to defend, indemnify, and hold harmless Keepsayk, and its officers and directors, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees, arising out of or in any way connected with your access to or use of the Site and Application or your breach of the terms of these Terms.
Limitation of Liability
IN NO EVENT WILL KEEPSAYK BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR PERFORMANCE OF THE SITE AND APPLICATION, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT KEEPSAYK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without regard to or application of its conflict of laws rules or principles. You may not assign these Terms or any rights granted hereunder, by operation of law or otherwise, without Keepsayk’s prior written consent, and any attempt by you to do so, without such consent, will be void. The failure by Keepsayk to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by authorized representatives of both parties. If any provision of these Terms is held unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. These Terms are the complete agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter.