Terms of Service

Welcome to Keepsy. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and 2inBay LLC, a South Carolina limited liability company ("2inBay," "Company," "we," "us," or "our"). By creating an account, accessing, or using the Keepsy application and related services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, do not use the Service.

1. Overview of the Service

1.1. Keepsy is a digital message preservation platform that allows users to create text, voice, and video messages intended for delivery to designated recipients at a future time.

1.2. Keepsy uses a health check system to monitor user engagement. If a user fails to respond to periodic health check prompts, the Service will release stored messages to the user's designated recipients according to the timeline described in Section 5.

1.3. Keepsy is NOT a medical service, wellness monitoring service, emergency response system, or estate planning tool. The health check system exists solely to determine when stored messages should be released. No medical, legal, or health-related conclusions should be drawn from the health check process.

2. Eligibility

2.1. You must be at least 18 years of age to create an account and use the Service.

2.2. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

2.3. We do not knowingly collect information from or provide services to individuals under the age of 18. If we learn that a user is under 18, we reserve the right to terminate their account immediately.

3. Account Registration and Security

3.1. To use the Service, you must create an account by providing accurate, current, and complete information. You agree to update your information promptly if it changes.

3.2. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3.3. You agree to notify us immediately at legal@2inbay.com if you believe your account has been compromised or accessed without authorization.

3.4. We reserve the right to suspend or terminate accounts that contain false or misleading registration information.

4. Subscription Plans and Payment

4.1. Plans

Keepsy offers the following subscription tiers:

• Free Tier: Up to 5 text messages and 1 recipient. No charge.
• Tier 1 ($9.99/year): Up to 5 text messages, 5 voice messages, and 5 recipients.
• Tier 2 ($19.99/year): Unlimited text, voice, and video messages, and up to 20 recipients.

4.2. Billing

Paid subscriptions are billed annually and processed through Stripe, our third-party payment processor. By subscribing to a paid tier, you authorize us to charge the payment method on file for the applicable subscription fee.

4.3. Auto-Renewal

Paid subscriptions automatically renew at the end of each annual billing cycle unless you cancel before the renewal date. You will be charged the then-current subscription rate upon renewal.

4.4. Cancellation

You may cancel your subscription at any time. Upon cancellation, you will retain access to your paid tier features through the end of the current billing period. After that period, your account will revert to the Free Tier, and content exceeding Free Tier limits may become inaccessible until you re-subscribe or remove excess content.

4.5. Refunds

Subscription fees are non-refundable except where required by applicable law.

4.6. Price Changes

We reserve the right to change subscription pricing. We will provide at least 30 days' notice before any price increase takes effect. Continued use of the Service after a price change constitutes acceptance of the new pricing.

5. Health Check System

5.1. Purpose

The health check system is designed to determine user engagement with the Service. It is the sole mechanism by which stored messages are released to recipients.

5.2. Timeline

The health check process operates as follows:

• Day 0: A health check prompt is sent to the user.
• Day 30 (Reminder): If the user has not responded, a reminder prompt is sent.
• Day 60 (Warning): If the user still has not responded, a warning is sent indicating that messages will be released if no response is received.
• Day 90 (Release): If the user has not responded after 90 days from the initial prompt, all stored messages are released to designated recipients.

5.3. User Responsibility

It is your sole responsibility to respond to health check prompts in a timely manner. Failure to respond — for any reason, including but not limited to lost access to your device, email, or phone number — may result in the release of your messages.

5.4. Disclaimer

The health check system is NOT a medical monitoring, wellness tracking, or life-status verification service. 2inBay makes no representations about the health, safety, or status of any user based on their response or non-response to health checks.

6. Trusted Contacts

6.1. Users may designate one or more trusted contacts within the Service. A trusted contact is an individual who may interact with the health check process on the user's behalf under limited circumstances.

6.2. Delay Capability

A trusted contact may delay the release of messages ONE TIME for a period of 30 additional days. This is the sole action a trusted contact may take within the Service.

6.3. Limitations

Trusted contacts are NOT legal guardians, holders of power of attorney, estate executors, or fiduciaries of any kind. The trusted contact designation within Keepsy carries no legal authority or obligation outside of the Service.

6.4. No Liability

2inBay is not responsible for any action or inaction taken by a trusted contact, including but not limited to their decision to delay or not delay message release. You assume all risk associated with your choice of trusted contact.

7. Messages and Content

7.1. User Content

You retain ownership of all content you create and store within the Service, including text messages, voice recordings, and video recordings ("User Content").

7.2. License

By using the Service, you grant 2inBay a limited, non-exclusive license to store, process, encrypt, and transmit your User Content solely for the purpose of operating the Service, including delivering messages to designated recipients.

7.3. Encryption

All User Content is encrypted at rest using AES-256 encryption and in transit using TLS. Due to this encryption, 2inBay cannot access, view, read, listen to, or otherwise review the substance of your User Content.

7.4. No Content Moderation

Because all User Content is encrypted and inaccessible to 2inBay, we do not and cannot moderate, screen, or review User Content. You are solely responsible for the content of your messages. You agree not to use the Service to store or transmit content that is unlawful, threatening, harassing, defamatory, or otherwise objectionable.

7.5. No Delivery Guarantee

While we make commercially reasonable efforts to deliver messages as intended, 2inBay does not guarantee that messages will be delivered successfully, delivered on time, or delivered at all. 2inBay shall not be liable for failed, delayed, or premature message delivery, whether caused by technical failures, incorrect recipient information, or any other reason.

8. Recipients

8.1. You are solely responsible for providing accurate contact information for your designated recipients.

8.2. Recipient contact information (such as name, email address, and phone number) is stored by the Service for the sole purpose of delivering your messages.

8.3. You represent and warrant that you have a reasonable basis for designating each recipient and that the content of your messages to each recipient does not violate any applicable law.

8.4. The Service does not require or obtain consent from recipients prior to message delivery. By designating a recipient, you accept full responsibility for the decision to send your content to that individual.

9. SMS Communications

9.1. By providing your phone number during account registration or in your profile settings, you consent to receive transactional SMS messages from Keepsy related to account notifications, health check reminders, and message delivery alerts.

9.2. Message frequency varies based on your account activity and health check schedule. Message and data rates may apply depending on your mobile carrier and plan.

9.3. SMS messages are sent solely for transactional purposes related to the operation of the Service. We do not send promotional or marketing messages via SMS.

9.4. You may opt out of SMS notifications at any time by removing your phone number from your profile settings. Note that opting out of SMS may reduce the reliability of health check notifications and message delivery alerts.

10. Released Messages

10.1. When messages are released to recipients (whether through the health check process or any other triggering event), recipients will receive a notification with a secure download link.

10.2. Download links for released messages remain active for 30 days from the date of release. After 30 days, the download links expire and all associated message data and media files are permanently deleted from our systems.

10.3. 2inBay is not responsible for what recipients do with messages after they have been downloaded or accessed.

11. Account Deletion

11.1. You may delete your account at any time through the Service's settings.

11.2. Account deletion is permanent and irreversible. Upon deletion, the following actions occur:

• All stored messages, media files, and associated data are permanently deleted.
• All recipient and trusted contact information is removed.
• Your authentication account is permanently deleted.
• Any active paid subscription is canceled, and no further charges will be made.

11.3. We cannot recover any data after account deletion. You are advised to export or download any content you wish to retain before deleting your account.

12. Data Retention

12.1. User Content and account data are retained for as long as your account is active and health checks are being completed.

12.2. If the health check process results in message release, all User Content associated with the released messages is deleted 30 days after release, as described in Section 10.

12.3. For Free Tier accounts that remain inactive for an extended period, we reserve the right to delete the account and all associated data. We will attempt to notify you before taking such action.

12.4. Upon account deletion (whether initiated by you or by us), all data is permanently removed from our systems within a commercially reasonable timeframe.

13. Privacy and Security

13.1. Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

13.2. All User Content is encrypted at rest (AES-256) and in transit (TLS). 2inBay does not have the ability to decrypt or access the contents of your messages.

13.3. Breach Notification

In the event of a data breach that affects your personal information, we will notify affected users within 72 hours of discovering the breach, in accordance with applicable law.

13.4. CCPA (California Residents)

If you are a California resident, you have the right to:

• Know what personal information we collect and how it is used.
• Request deletion of your personal information.
• Opt out of the sale of your personal information. (2inBay does not sell personal information.)
• Not be discriminated against for exercising your privacy rights.

To exercise these rights, contact us at legal@2inbay.com.

13.5. GDPR (European Union Residents)

If you are a resident of the European Union or European Economic Area, you have the right to:

• Access your personal data.
• Rectify inaccurate personal data.
• Request erasure of your personal data.
• Restrict or object to the processing of your personal data.
• Data portability.
• Withdraw consent at any time where processing is based on consent.

To exercise these rights, contact us at legal@2inbay.com. We will respond to requests within 30 days.

13.6. International Users

The Service is hosted in the United States. If you access the Service from outside the United States, you consent to the transfer of your data to the United States, where data protection laws may differ from those in your jurisdiction.

14. Acceptable Use

14.1. You agree not to use the Service to:

• Violate any applicable local, state, national, or international law or regulation.
• Store or transmit content that infringes upon the intellectual property rights of any third party.
• Store or transmit content that constitutes threats, harassment, or incitement to violence.
• Interfere with or disrupt the Service, servers, or networks connected to the Service.
• Attempt to gain unauthorized access to any part of the Service or its related systems.
• Use the Service for any commercial purpose other than its intended use.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.

14.2. We reserve the right to suspend or terminate accounts that violate this Section, to the extent we become aware of such violations.

15. Intellectual Property

15.1. The Service, including its design, features, functionality, and all related intellectual property, is owned by 2inBay LLC and is protected by applicable copyright, trademark, and other intellectual property laws.

15.2. These Terms do not grant you any right, title, or interest in the Service, except for the limited right to use the Service in accordance with these Terms.

15.3. "Keepsy" and the Keepsy logo are trademarks of 2inBay LLC. You may not use these marks without our prior written consent.

16. Disclaimers

16.1. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

16.2. 2INBAY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

16.3. 2INBAY DOES NOT WARRANT THAT MESSAGES WILL BE DELIVERED ACCURATELY, COMPLETELY, OR AT ALL.

16.4. 2INBAY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE HEALTH CHECK SYSTEM.

16.5. THE SERVICE IS NOT A SUBSTITUTE FOR LEGAL ESTATE PLANNING, MEDICAL MONITORING, OR ANY PROFESSIONAL SERVICE.

17. Limitation of Liability

17.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 2INBAY LLC, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE.

17.2. IN NO EVENT SHALL 2INBAY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO 2INBAY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100.00).

17.3. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF 2INBAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Indemnification

18.1. You agree to indemnify, defend, and hold harmless 2inBay LLC and its officers, directors, members, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service.
• Your User Content.
• Your violation of these Terms.
• Your violation of any applicable law or regulation.
• Your designation of recipients and the content delivered to them.

19. Dispute Resolution and Arbitration

19.1. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles.

19.2. Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively through binding arbitration administered in accordance with the rules of the American Arbitration Association. The arbitration shall take place in South Carolina.

19.3. Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

19.4. Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

19.5. Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@2inbay.com within 30 days of creating your account. If you opt out, disputes will be resolved in the state or federal courts located in South Carolina.

20. Service Discontinuation (Wind-Down)

20.1. In the event that 2inBay decides to discontinue the Keepsy service, we will provide users with at least 90 days' advance notice.

20.2. During the wind-down period, users will have the opportunity to export and download all of their stored content, including messages, media files, and recipient information.

20.3. At the conclusion of the wind-down period, all remaining data will be permanently deleted from our systems.

21. Modifications to the Terms

21.1. We reserve the right to modify these Terms at any time. When we make material changes, we will notify users through the Service or via the email address associated with your account.

21.2. Changes become effective upon the date specified in the updated Terms. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms.

21.3. If you do not agree to the revised Terms, you must stop using the Service and may delete your account.

22. Termination

22.1. You may terminate your account at any time by deleting your account through the Service settings.

22.2. We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Grounds for termination include, but are not limited to, violation of these Terms or conduct that we determine, in our sole discretion, is harmful to other users, us, or third parties.

22.3. Upon termination, the provisions of these Terms that by their nature should survive (including but not limited to Sections 16, 17, 18, and 19) shall continue in full force and effect.

23. General Provisions

23.1. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and 2inBay regarding your use of the Service and supersede all prior agreements and understandings.

23.2. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

23.3. Waiver

The failure of 2inBay to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

23.4. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

23.5. Force Majeure

2inBay shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet outages, or other force majeure events.

23.6. Notices

All notices to 2inBay should be sent to legal@2inbay.com. Notices to users will be sent to the email address associated with the user's account.

24. Charitable Giving

24.1. As part of our mission, 2inBay LLC commits to donating 10% of Keepsy's net profit to global suicide prevention initiatives.

24.2. For the purposes of this commitment, "net profit" is defined as the revenue generated specifically from the Keepsy product, less all direct and allocated operating expenses attributable to Keepsy, including but not limited to hosting, infrastructure, payment processing fees, customer support, engineering, legal, accounting, marketing, and applicable taxes. This commitment applies only to Keepsy's product-line profit and does not include revenue or profit from other 2inBay LLC products or services.

24.3. If Keepsy does not generate net profit in a given period, no donation is required for that period. The commitment applies only when Keepsy is profitable on a product-line basis.

24.4. 2inBay LLC reserves the right to select the specific suicide prevention organizations that will receive donations and to modify this commitment with reasonable notice to users. Donation amounts, recipient organizations, and timing are determined at the sole discretion of 2inBay LLC.

24.5. This commitment creates no enforceable legal obligation to any specific recipient organization or user. It is a voluntary pledge by 2inBay LLC and may be modified or discontinued at any time.

25. Contact Information

If you have questions about these Terms, please contact us at:

2inBay LLC

Email: legal@2inbay.com