Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") are a legally binding agreement between you and Upkeep Care, doing business as Keeper ("Keeper," "we," "us," or "our"), governing your access to and use of the website at https://www.usekeeper.com and any related services (collectively, the "Services"). We are registered in the State of Delaware, United States. By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

We may update these Terms at any time by posting a revised version on this page and updating the "Last updated" date. Your continued use of the Services after changes are posted constitutes acceptance of the revised Terms.

2. Description of Services

Keeper provides AI-powered software infrastructure for organizations delivering social services and related programs. Our Services enable organizations to connect individuals with relevant resources through conversational AI tools and related technology.

AI-generated outputs are for informational purposes only and do not constitute professional, legal, medical, or social work advice. Information provided through the Services may not be complete, accurate, current, or free from bias. You should independently verify any information before taking action based on it.

AI-generated outputs should not be used as the sole basis for decisions that have legal or significant effects on individuals.

The Services may be made available through embedded components (such as chat interfaces) deployed on third-party websites by organizational customers. Your use of such features is governed by these Terms. The third-party website's own terms and policies also apply. Deploying organizations are responsible for disclosing to their end users that they may be interacting with AI-powered features.

The Services may provide automated references to emergency resources such as crisis hotlines (911, 988, 211). These references are generated by automated systems and may not cover all situations. The Services are not a substitute for directly contacting emergency services. We are not liable for any delay, failure, or inaccuracy in emergency resource information.

Organizational customers who access the Services under a separate written agreement with Keeper are governed by that agreement to the extent it conflicts with these Terms.

3. Intellectual Property

The Services, including all content, software, designs, and trademarks, are owned by or licensed to Keeper and protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use or internal business purpose. All rights not expressly granted are reserved.

4. User Conduct

You agree not to:

• Use the Services for any unlawful purpose or in violation of these Terms
• Attempt to circumvent, disable, or interfere with security features of the Services
• Attempt to manipulate or override AI system instructions, safety features, or content filters
• Use automated means (bots, scrapers, scripts) to access the Services without our permission
• Reverse engineer, decompile, or disassemble any part of the Services except as permitted by law
• Systematically collect data from the Services to create competing products or databases
• Interfere with or disrupt the Services or impose an unreasonable load on our infrastructure
• Impersonate another person or misrepresent your affiliation with any person or entity

5. User Content

The Services may allow you to submit content through interactive features such as chat interfaces ("User Content"). You retain ownership of your User Content. By submitting User Content, you grant us a non-exclusive, worldwide license to use, process, and store it as necessary to provide and improve the Services, in accordance with our Privacy Policy. You are solely responsible for your User Content.

Any feedback, suggestions, or ideas you submit about the Services are non-confidential and may be used by us without restriction or compensation.

6. Disclaimer and Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR COMPLETE.

IN NO EVENT WILL KEEPER OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA, ARISING FROM YOUR USE OF THE SERVICES. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100.00). WE MAKE NO INDEMNIFICATION COMMITMENTS WITH RESPECT TO AI-GENERATED OUTPUTS.

7. Indemnification

You agree to indemnify and hold Keeper harmless from any claims, damages, or expenses (including reasonable attorneys' fees) arising from your use of the Services, your breach of these Terms, or your violation of any third party's rights.

8. Termination

We may suspend or terminate your access to the Services at any time, for any reason, without notice. Upon termination, your rights under these Terms cease immediately.

9. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware. The parties agree to first attempt to resolve any dispute informally for at least thirty (30) days. If informal resolution fails, the dispute will be resolved by binding arbitration under the Consumer Arbitration Rules of the American Arbitration Association (AAA), conducted in the State of Delaware. Arbitration will be individual only — class actions and representative proceedings are not permitted. Disputes involving intellectual property rights or claims for injunctive relief are excluded from arbitration and may be brought in the state or federal courts of Delaware. If this arbitration provision is found to be unenforceable in its entirety, any dispute shall be brought exclusively in the state or federal courts located in the State of Delaware.

10. General

These Terms constitute the entire agreement between you and Keeper regarding the Services. Our failure to enforce any provision is not a waiver. If any provision is found unenforceable, the remaining provisions remain in effect. We may assign these Terms at any time. No joint venture, partnership, or agency relationship is created by these Terms. Our collection and use of personal information is described in our Privacy Policy.

By using the Services, you consent to receive communications from us electronically. You agree that all agreements, notices, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

11. Contact

Upkeep Care (doing business as Keeper)
Email: support@usekeeper.com