Keepr Terms and Conditions of Service

These Terms and Conditions of Service (the “Terms”) regulate access to and use of Keepr, a product of Aeru Labs (the “Company”, “we”, “us”). By sending a message to Keepr, by using the Web Application, or by continuing to use the Services, you accept these Terms and agree to be bound by them. If you do not accept them, you must not use the Services.

Keepr is in development and is currently made available on a pre-release basis. Features may change, be withdrawn, or behave unpredictably, and the Services may be interrupted without notice.

Registration

An Account is created against the WhatsApp phone number from which you first message Keepr. We reserve the right, at our sole discretion and without stating a reason, to refuse to create an Account, or to suspend or close an existing one.

Eligibility

By using the Services you represent and warrant that:

• you are at least 18 years of age;
• you have the legal capacity to enter into a binding agreement;
• you are using the Services on your own behalf and not on behalf of an undisclosed third party;
• you have not previously been suspended or removed from the Services; and
• your use of the Services does not breach any law applicable to you in your jurisdiction.

Account security

Access to your Account follows control of your WhatsApp phone number and the device on which it is registered. You are responsible for all activity that occurs under your Account, and you must notify us promptly if you believe it has been accessed without your permission. We are not liable for loss arising from your failure to keep your phone number, device, or messaging account secure.

Scope

The Services allow you to send Items to Keepr through the Messaging Platform, have those Items stored, indexed, and made searchable, and retrieve them subsequently through the Web Application.

Dependence on the Messaging Platform

The Services are delivered through WhatsApp, which is operated by Meta Platforms and is neither owned nor controlled by us. Your use of WhatsApp is governed by its own terms. We do not warrant the availability, reliability, or continuation of the Messaging Platform, and we are not liable for any interruption, restriction, or discontinuation of the Services arising from it.

Right to modify the Services

We may add to, modify, suspend, or discontinue any part of the Services at any time, with or without notice. Where a change materially reduces functionality you rely on, we will endeavour to give reasonable notice through the Services, but we do not undertake to do so in every case.

Availability

The Services may not be available in every jurisdiction, and we may restrict availability by region at our discretion. You are responsible for ensuring that your use of the Services is lawful where you are.

We may apply limits to the Services, including limits on total storage per Account, the size of an individual Item, the number of messages sent within a period, and the file types accepted. Limits are published through the Services and may be introduced, varied, or withdrawn at our discretion.

Where an Item exceeds an applicable limit, we may decline to store it and will tell you so in the same message thread. Where use of an Account materially exceeds ordinary individual use, or degrades the Services for others, we may throttle, suspend, or close that Account.

Keepr is provided free of charge during its pre-release period. We may introduce fees for the Services, or for particular features, in future. Where we do so, the applicable fees will be published through the Services before they take effect, and you will not be charged without having first been given the opportunity to decline and close your Account.

Any fees introduced are exclusive of taxes unless stated otherwise, and are non-refundable except where required by law or where we determine otherwise at our discretion.

You are responsible for obtaining and maintaining the device, software, and network connection required to use the Services, and for the security of that device, including the timely application of security updates.

You bear sole responsibility for access to the Services through your device, whether by you or by any other person, and you must notify us promptly of the loss or theft of a device on which your Account is accessible.

Ownership

You retain all ownership rights in the Items you send to Keepr. We claim no ownership of your content.

Licence granted to us

You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, index, transcribe, and display your Items solely to the extent necessary to operate, provide, secure, and support the Services for you. This licence exists so that we can lawfully run the service you have asked us to run. It does not permit us to publish your Items, to disclose them other than as described in the Privacy Policy, or to use them for advertising. The licence terminates when you delete the Item or close your Account, subject to the retention periods set out in the Privacy Policy.

Your responsibility for your content

You represent that you hold the rights necessary to send each Item to Keepr, and that doing so does not infringe the rights of any person or breach any law. We do not monitor Items routinely, but we may review, restrict, or remove content where we reasonably believe it breaches these Terms or the law.

Any suggestion, idea, or feedback you send us about the Services is provided gratuitously and on a non-confidential basis. We may use it without restriction, obligation, or compensation to you. Our receipt of feedback does not waive our right to use similar ideas already known to us, developed independently, or obtained from another source.

The Services, and all software, interfaces, text, graphics, trademarks, service marks, and logos comprised in them, are the exclusive property of the Company or its licensors. Nothing in these Terms transfers any of those rights to you.

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services on your device for their intended purpose, for so long as you comply with these Terms. All rights not expressly granted are reserved. Where any part of the Services incorporates open-source components, the terms of the applicable open-source licence prevail over these Terms to the extent of any conflict.

You must not use the Services for any of the following. The list is not exhaustive.

• using the Services for any unlawful purpose, or in breach of any law or regulation applicable to you;
• storing or transmitting content that is unlawful, including material that sexually exploits or endangers children;
• storing or transmitting content that infringes the intellectual property, privacy, or other rights of any person;
• storing or transmitting viruses, malware, or any code designed to disrupt, damage, or gain unauthorised access to a system;
• attempting to gain unauthorised access to the Services, to another user's account, or to the systems on which they run;
• reverse engineering, decompiling, or disassembling any part of the Services, except to the extent that restriction is prohibited by law;
• circumventing, or attempting to circumvent, any storage limit, rate limit, or other technical restriction we apply;
• scraping, harvesting, or otherwise extracting data from the Services by automated means without our written consent;
• reselling, sublicensing, or otherwise commercially exploiting the Services without our written consent;
• using the Services to send unsolicited bulk messages, or to impersonate any person or entity;
• abusive, threatening, or harassing conduct directed at our personnel or at other users;
• any act that imposes an unreasonable or disproportionate load on our infrastructure.

We may investigate suspected breaches and may suspend or close an Account, remove content, and report the matter to the relevant authority where we consider it appropriate.

By using the Services you consent to the collection, use, storage, disclosure, and transfer of your personal data in the manner described in the Keepr Privacy Policy, which forms part of these Terms.

You may stop using the Services at any time and may request closure of your Account through the Services.

We may suspend, limit, or terminate your access to the Services, in whole or in part, and with or without notice, where:

• you have breached these Terms, or we reasonably suspect that you have;
• we are required to do so by law, by a court, or by a regulator;
• we reasonably suspect unlawful, fraudulent, or prohibited activity;
• your Account has been accessed without authorisation, or its security is otherwise compromised;
• continuing to provide the Services would expose us or other users to material risk; or
• we discontinue the Services generally.

Where notice is not given in advance because the circumstances do not permit it, we will notify you of the action taken as soon as practicable, unless prevented from doing so by law.

Where an Account has been inactive for twelve consecutive months, we may treat it as dormant and notify you through the Messaging Platform. Where it remains inactive for a further three months after that notice, we may close the Account and delete the Items held against it.

We do not charge inactivity or dormancy fees. Sending a message to Keepr or signing in to the Web Application is sufficient to keep an Account active.

Where your Account is closed at your request, or by us other than for breach of these Terms, we will make your Items available for export for a reasonable period before deletion. Where an Account is closed for breach, we may delete the Items held against it without providing an export.

Termination does not entitle you to compensation, and does not release either party from obligations accrued before it took effect.

If you have a complaint about the Services, you agree to raise it with us first, through the channels published on this website, so that we have an opportunity to resolve it. Commencing formal proceedings without having first done so may result in your claim being deferred until this process has been followed.

We will investigate and respond within a reasonable period. Where a complaint is not resolved to your satisfaction within sixty days of being raised, either party may pursue the matter in accordance with the governing law and jurisdiction provisions below.

We are not liable for:

• any event outside our reasonable control, including acts of government, natural disaster, war, civil unrest, industrial action, network or power failure, or the act or omission of the Messaging Platform;
• interruption, suspension, delay, or discontinuation of the Services, or the failure of an Item to be received, stored, transcribed, indexed, or returned;
• loss or corruption of Items, save to the extent caused by our gross negligence or wilful misconduct;
• unauthorised access arising from the loss, theft, or compromise of your device or messaging account; or
• the acts, omissions, terms, or availability of any third-party service on which the Services depend.

To the maximum extent permitted by law, we are not liable for loss of profit, revenue, business, opportunity, goodwill, or data, nor for any indirect, special, incidental, consequential, exemplary, or punitive loss, whether or not the possibility of that loss was foreseeable or notified to us.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Services is limited to the amount, if any, you have paid us for the Services in the twelve months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded. Where the law applicable to you does not permit a limitation of the kind set out above, that limitation does not apply to you.

You agree to indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents against any claim, liability, loss, damage, cost, or expense (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms;
• your use of the Services;
• the Items you send to Keepr, including any claim that they infringe the rights of a third party; or
• your breach of any law or regulation applicable to you.

The following is a non-exhaustive summary of risks you accept in using the Services. You should assess whether the Services are appropriate for your needs before relying on them.

• Not a backup service. Items may be lost, corrupted, or rendered unavailable through technical failure. You should retain independent copies of anything of value.
• Dependence on a third-party platform. The Services rely on WhatsApp. A change to its terms, its interfaces, or its availability may restrict or end the Services without notice.
• Pre-release software. Keepr is in development. Defects, interruptions, and changes in behaviour should be expected.
• Transmission over networks. Content sent over the internet and through third-party messaging infrastructure carries inherent risk that we cannot eliminate.
• Discontinuation. We may discontinue the Services. Where we do so, we will endeavour to give reasonable notice and an opportunity to export your Items, but we do not guarantee it in every circumstance.

Entire agreement

These Terms, together with the Privacy Policy and any notices published through the Services, constitute the entire agreement between you and us in respect of the Services, and supersede any prior understanding. These Terms are concluded in the English language.

Amendments

We may amend these Terms from time to time. Amendments are indicated by the “last updated” date shown at the top of this page, and where an amendment materially affects your rights we will give notice through the Services before it takes effect. Continued use of the Services after an amendment constitutes acceptance of it.

Force majeure

We are not responsible for any delay or failure in performance caused by circumstances beyond our reasonable control, including natural disaster, act of government or authority, terrorism, war, civil unrest, industrial action, fire, epidemic, or failure of network, power, or third-party infrastructure.

Assignment

You may not assign or transfer your rights under these Terms without our written consent. We may assign our rights and obligations to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets, on notice to you.

Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision is to be applied to the smallest extent necessary to make it enforceable, and the remaining provisions continue in full force.

Survival

The provisions concerning your content, intellectual property, disclaimers and limitation of liability, indemnification, and these miscellaneous provisions survive termination of your Account.

No third-party rights

No person other than you and us has any right to enforce any provision of these Terms.

Waiver

A failure or delay by us in exercising any right under these Terms does not operate as a waiver of that right.

Governing law and jurisdiction

These Terms are governed by the laws of the Democratic Socialist Republic of Sri Lanka. You and we submit to the exclusive jurisdiction of the courts of Sri Lanka in respect of any dispute arising out of or in connection with these Terms or the Services.

In these Terms, the following capitalised expressions have the meanings given below.

Account

The record we maintain against your WhatsApp phone number, through which the Services are provided to you.

Company, we, us, our

Aeru Labs, the provider of Keepr.

Items

The messages, notes, photographs, voice memos, documents, links, and other content you send to Keepr for storage.

Messaging Platform

WhatsApp, operated by Meta Platforms, through which content is sent to Keepr. The Messaging Platform is not operated by or affiliated with us.

Services

Keepr, comprising the messaging interface, the storage and retrieval of Items, the Web Application, and any related feature we make available.

Terms

These Terms and Conditions of Service, together with the Privacy Policy and any notices published through the Services.

User, you, your

The individual who accesses or uses the Services.

Web Application

The browser-based interface through which you view, search, and retrieve your Items.