Keenly Terms of Service

Keenly Terms of Service
Effective Date: February 8, 2024
Last Updated: October 4, 2024
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Introduction
Welcome to Keenly, a digital service platform operated by Kikoff, Inc., a Delaware
corporation (“Keenly”, “We”, “Our”, or “Us”). The details contained in this document
(collectively referred to as the “Terms”) govern your access to and use of any products
and services offered by Keenly (collectively, the “Service”), including all software
provided as part of our Service (the “Software”). By accessing or using the Service, you
acknowledge that you have read, understood, and agree to be bound by these terms,
including our arbitration agreement and privacy policy.
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PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN ARBITRATION
AGREEMENT AND OTHER IMPORTANT INFORMATION REGARDING YOUR AND OUR
LEGAL RIGHTS, REMEDIES AND OBLIGATIONS IN THE EVENT OF A DISPUTE BETWEEN
YOU AND US. THE ARBITRATION AGREEMENT REQUIRES DISPUTES BETWEEN YOU
AND US (WITH LIMITED EXCEPTIONS) TO BE RESOLVED BY AN ARBITRATOR
THROUGH BINDING AND FINAL ARBITRATION, RATHER THAN BY A JUDGE OR JURY IN
COURT. IF A DISPUTE IS ARBITRATED (1) YOU AND WE WILL ONLY BE PERMITTED TO
PURSUE CLAIMS AGAINST ONE ANOTHER ON AN INDIVIDUAL BASIS, NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR
PROCEEDING, AND (2) YOU AND WE WILL ONLY BE PERMITTED TO SEEK RELIEF
(INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN
INDIVIDUAL BASIS. YOU HAVE THE RIGHT TO REJECT THE ARBITRATION AGREEMENT
AS SET FORTH BELOW.
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1. Acceptance of Terms
Your use of the Service constitutes your acceptance of these Terms. If you disagree
with any part of the terms, you must discontinue use of the Service.

2. Changes to Terms
WE MAY CHANGE THE TERMS OF THESE TERMS AT ANY TIME. WE WILL ENDEAVOR
TO PROVIDE REASONABLE NOTICE TO YOU OF ANY MATERIAL CHANGES TO THIS
AGREEMENT. HOWEVER, YOU ARE RESPONSIBLE FOR REVIEWING THESE TERMS
FROM TIME TO TIME. ANY CONTINUED USE OF THE SERVICE AFTER THE EFFECTIVE
DATE OF A CHANGE TO THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF AND
AGREEMENT TO ANY CHANGES TO THESE TERMS. THE CURRENT VERSION OF THESE
TERMS WILL BE MADE AVAILABLE FOR YOUR REVIEW AT:
https://www.keenly.com/terms.
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3. User Eligibility
‍The Service is intended for users who are at least 18 years old and residents of the
United States. By using the Service, you represent to us that you meet these criteria.

4. User Accounts; Using the Service
a. Creating and Maintaining an Account. You will need an account to access and use
the Service. It’s important that you provide us with accurate, complete and current
account information (including a valid email address) and keep this information up
to date. If you don’t, we might have to suspend or terminate your account. Your
account is exclusively for you to manage subscription to the Service and it is not for
use by other third parties for any purpose. You may not sell, transfer or allow others
to use your account credentials. You may not attempt to gain unauthorized access
to accounts of other users.
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b. Unauthorized Access to Your Account. You are solely responsible for ensuring that
you keep your username and password safe. Do not share this information with
others and notify us right away of any unauthorized use. You’re responsible for all
activities that occur under your account. We encourage you to ensure you are safe
online and be aware of phishing and other means third parties use to access your
information online.
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c. Unpermitted Uses of the Service. (i) You may not use the Service for any illegal or
fraudulent purposes. You agree to use the Service in accordance with all applicable
laws and regulations. (ii) You may not use the Service for commercial purposes.
You may access the Service for your own personal use only. The Service may not
be accessed, used, or shared with family members, non-family members, or other
persons who do not reside with you. You may not share any data or other content with any
unreasonably large number of persons, including without limitation sending blast
communications to a large number of recipients or sharing content with persons
you do not know or who do not know you. (iii) You may not distribute, publish, copy,
use or sell, or permit others to distribute, publish, copy, use or sell, the Software or
Service. You may not reverse engineer, decompile, disassemble, modify, or create
derivative works from the Software or Service, except and only to the extent that
applicable law expressly permits. You must comply with any technical limitations of
the Software and Service. You may not make more copies of the Software than specified
herein or allowed under applicable law. (iv) You may not sublicense, rent, lease and/or lend
the Software or Service. You may not, nor may you permit others, to provide, offer or make
available the Service aspart of a facility management, timesharing, service provider or
service bureau arrangement. (v) You may not transmit or store material that may infringe
the intellectual property rights or other rights of third parties or that is illegal, tortious, defamatory,
libelous, or invasive of another's privacy. You may not transmit any material that
contains software viruses or other harmful computer code, files or programs
such as trojan horses, worms, or time bombs. (vi) You may not assault, interfere, deny
service in any way or form to any other network, computer or node through the Service,
or attempt to gain unauthorized access to the Service, or the accounts of other users,
or computer systems or networks connected to the Service or bypass any measures we may use to
prevent or restrict access to the Service. You may not interfere with or disrupt servers or
networks connected to the Service. (vii) You may not use the Service for any military purpose,
including cyberwarfare, weapons development, design, manufacture or production of missiles, nuclear,
chemical or biological weapons.
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5. Free Security Scan
When creating a Keenly account, users have the opportunity to utilize our free security
scan service. By submitting the required personal information for the scan, users
consent to Keenly conducting an online search to identify potential security exposures.
This scan is offered at no cost and aims to provide users with preliminary insights into
their online security status. The results are shared with the user to inform their decision
on whether to subscribe to Keenly’s full suite of protective services. It's important for
users to understand that this free scan does not obligate them to purchase any of
Keenly’s services. However, for those who wish to enjoy comprehensive protection,
Keenly offers a range of subscription plans. Creating an account may be necessary to
use certain features. You are responsible for maintaining the confidentiality of your
account information and for all activities under your account.
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6. Billing and Subscription
If you purchase a subscription to the Service, then these billing terms apply to your
purchase.
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a. Subscription Options: Keenly offers customers the choice between monthly and
annual subscription plans to access its services. Each plan is tailored to meet
diverse user needs and preferences.

b. Automatic Renewal of Service Subscription: If you purchase from us, we (or our
third-party payment processor) will store your payment information and automatically
begin charging you on your subscription renewal date, until you cancel or we terminate
your access to or use of the Service in accordance with these Terms.
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At any time after your purchase, you may change your subscription settings,
including cancelling your automatically renewing subscription,
at https://www.app.keenly.com/profile/manage-plan.
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By agreeing to these Terms and electing to purchase a Service subscription, you
acknowledge that your subscription has recurring payment features and you accept
responsibility for all recurring payment obligations prior to cancellation of your
subscription by you or us. We reserve the right to change the prices for any Service
at any time. Any price change will take effect at the next subscription renewal date
and we will notify you in advance.
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c. Subscription Period: The term of your subscription (the “Subscription Period”) will be
as stated in your purchase confirmation receipt or email (e.g., the purchase or
confirmation email that you will receive from us upon purchase of your subscription
to our Service).
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d. Your Credit Card Information: Subscription Purchase Acceptance. We reserve the
right to verify credit/debit card payments prior to completing your subscription
purchase. We also reserve the right to (i) obtain and continue using updated credit
card account information electronically, when applicable, from the card brands, (ii)
retry failed payments to complete transactions, including but not limited to, retrying
failed cards with extended expiration dates and, (iii) change or amend authorized
third parties to assist with payment processing. In all cases, you are personally
responsible for any applicable state, federal, or other taxes that may be associated
with your purchase of the Service. We also reserve the right to collect any sales
taxes applicable to your purchase of the service.
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e. 3-Day Free Trial: Keenly offers a 3-day free trial for new subscribers. If you are not
satisfied within the first 3 days of signing up, you are eligible for a full refund. After
this period, Keenly does not offer refunds for any subscription fees paid.

7. Use Restrictions
You agree not to misuse the Service. This includes not violating laws, infringing on
intellectual property, or engaging in harmful activities.
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Users are prohibited from registering for or using the Keenly service on behalf of
another individual, with the sole exception being for couple or family plans. Couple
plans allow for the customer to include their partner. Family plans allow for the customer
to include their partner and/or children as part of the service. Any attempt to
sign up or use the service on behalf of someone who does not fall within these
specified family plan relationships is against our terms and constitutes a violation of
our use restrictions.
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8. Limited License
‍We to grant you, an individual user, a personal, non-transferable, nonexclusive term-
limited and revocable license to install and use the Software and access the Service for
which you have purchased a subscription for personal use on the number of Devices
(defined below) and for the number of users specified in your License Entitlement or
Service Entitlement, as applicable, subject to the System Requirements.

"License Entitlement" means the number and type of Devices and users that are
permitted to download and use the Software and access the Services, as specified at
time of purchase and in your account profile. If no licensed device count or user count
was specified, the License Entitlement is for a single Device and user.
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"Service Entitlement" means the scope and duration of the Service you purchased, as
specified at time of purchase and in your account profile. If no scope or duration is
specified in the documents, the Service Entitlement is for a single Device and user for
one year.
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"System Requirements" means the supported Devices and operating systems that the
particular Keenly product or service you purchased will function properly with, as listed
on our website or other applicable documentation. It is your responsibility to meet
System Requirements, such as obtaining updates or upgrades to continue using the
Service.
a. Ownership; Proprietary Rights. The Service, including the Software (and any releases,
revisions, updates, or enhancements), and all of their content, features, and
functionality, including, without limitation, information, text, graphics, logos, button
icons, images, visual interfaces, audio clips, video clips, data compilations, computer
code (including source code or object code), software, products, services, and the
design, selection and arrangement thereof, and any accompanying documentation
(collectively, the “Materials”) are the exclusive property of Keenly, its licensors, or
other content suppliers and are protected by the United States copyright, trade
dress, patent, and trademark laws, international conventions, and other relevant
intellectual property and proprietary rights laws. Except as expressly authorized by
Keenly, you agree not to sell, license, distribute, copy, modify, publicly perform or
display, transmit, publish, edit, adapt, create derivative works from, or otherwise
make unauthorized use of any of the Service or Materials. Keenly reserves all rights
not expressly granted in these Terms.
b. Limited License. Subject to these Terms, Keenly grants you a limited, revocable,
nonexclusive, personal, nontransferable license to install and use the Software and
to access the Service for internal, noncommercial, and personal purposes only and
subject to your Service Entitlement and License Entitlement. The Software is “in use”
on a Device for purposes of this paragraph when it is loaded into the temporary
memory (e.g., RAM) or installed into the permanent memory (e.g., hard disk, CD-
ROM, or another storage device) of the Device.c. License Restrictions. You may not (and may not allow a third-party to):
i. reverse engineer, decompile, disassemble or attempt to reconstruct, identify or
discover any source code, underlying ideas, underlying user interface techniques
or algorithms of the Service by any means whatsoever, except to the extent that
such restriction is expressly prohibited by applicable law;
ii. remove or destroy any copyright notices or other proprietary markings from the
Service;
iii. attempt to circumvent any use restrictions applicable to the Service;
iv. modify or adapt any aspect of the Service, merge any aspect of the Service into
another program, or create derivative works based on the Service;
v. use, copy, or distribute the Software without Keenly’s written authorization,
except that you may make one (1) copy of the Software for archival or backup
purposes only.
vi. use the Service to provide, alone or in combination with any other software,
product or service, any software/product/service to any person or entity, whether
on a fee basis or otherwise or on websites where you have agreed "not to use
any ad blocking solutions", for instance by agreeing to the terms of services on
the respective websites or to circumvent technological measures that control
access to websites;
vii. repackage, modify, adapt, tamper with, alter, translate, or create derivative works
of the Service or any aspect thereof;
viii. combine or merge any part of the Service with or into any other software or
documentation, or refer to or otherwise use the Service as part of an effort to
develop software (including, without limitation, any routine, script, code, or
program) having any functional attributes, visual expressions, or other features
similar to those of the Service or to compete with Keenly;
ix. except with Keenly’s prior written permission, publish any performance or
benchmark tests or analysis relating to the Service;x. rent, lease, sublicense,
sell, assign, loan, use for timesharing or service bureau
purposes, or otherwise transfer the Service or any of your rights and obligations
under these Terms; or
xi. assault, interfere, deny service in any way or form to any other network, computer
or node through the Service, or attempt to gain unauthorized access to any
Service, or the accounts of other users, or computer systems or networks
connected to the Service or bypass any measures we may use to prevent or
restrict access to the Service, or interfere with or disrupt servers or networks
connected to any Service.
d. Availability. You may use the Software solely to access the Service. A computer or
other equipment enabled to access the Internet (a “Device”) is required to utilize the
Service. You are solely responsible for ensuring that your Device is sufficient and
compatible for use with the Service and complies with all System Requirements. The
speed and quality of the Service may vary and the Service is subject to unavailability,
including emergencies, third-party service failures, transmission, equipment or
network problems or limitations, interference, signal strength, and maintenance and
repair, and may be interrupted, refused, limited or curtailed.
e. Termination. Upon expiration or any termination of these Terms, you must stop
using the Service and destroy all copies of the Software and any associated
documentation in your possession.
f. Law Enforcement and Public Interest. Nothing contained in these Terms prevent
Keenly from disclosing your information to third parties if we determine that such
disclosure is reasonably necessary to: (a) comply with any applicable law, regulation,
legal process, or appropriate government request; (b) protect any person from death
or serious bodily injury; (c) prevent fraud or abuse of Keenly or our users; or (d)
protect Keenly’s rights, property, safety, or interest.
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9. User Content
You may post content through the Service. You retain rights to your content, but grant
us a license to use, modify, and display it in connection with the Service.
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10. Privacy
Your privacy is important to us. Our Privacy Policy outlines how we collect, use, and
protect your information.
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11. Data Broker Opt Out
If you use the Data Broker Opt Out Service, you acknowledge and agree to the following:
a. On your behalf, Keenly will make reasonable efforts to have your personal
information that you provided to us removed or suppressed (“opt-out”), in whole or in
part, from approximately 100 third-party databases and/or websites (the “Data
Brokers”), a list of whom is available upon request. You understand that we will only
be able to submit opt outs for the information you provide to us.
b. You expressly authorize Keenly, its agents, and its employees, to act as your
personal representative or authorized agent to submit opt outs to Data Brokers and
otherwise implement the Service, including by acting to:
i. obtain information on your behalf;
ii. submit your personal information to Data Brokers;
iii. take any other actions that Keenly believes is reasonably necessary to opt you
out of a Data Broker.
c. The extent of the opt-out will vary based on the Data Broker, and its terms and
practices. It is possible that some Data Brokers may contact you to confirm your
request and/or to request additional information; and in such an event, our ability to
remove your information will depend on your response to them.
d. You can personally opt out to these Data Brokers to the same extent that Keenly
submits the opt out on your behalf. Keenly makes no claims that it has any ability to
opt you out of any Data Broker beyond your ability to do so on your own behalf.
e. Keenly is under no obligation to and will not pay any fees to a Data Broker in order to
opt you out.
f. You must give us authority to act only on your behalf and not on behalf of any
person other than yourself. If you give us information that we know, discover, or
suspect is false or inaccurate, or relates to another person that is not accurate, we
may suspend or terminate your access to the Service and reserve the right to, where
we deem it appropriate, report such conduct to law enforcement and other third
parties, and to cooperate in the investigation of such conduct.
g. We are not liable to you for the manner in which a Data Broker treats or uses your
personal information. A Data Broker’s treatment or use of your information will be
subject to the Data Broker’s policies, if any, and not these Terms or our Privacy
Policy.
h. While we will make reasonable efforts to remove your information, the success of
the Service is ultimately dependent on the cooperation of the Data Brokers. We
cannot and do not guarantee that the Service will be effective, that opt out requests
will be honored by Data Brokers, or that all opt outs will be equivalent (e.g., some
Data Brokers may remove all of the information included in the opt out submitted,
while other may remove only some or none at all). We are not responsible for the
actions or inactions of any Data Broker, and make no representations, warranties or
guarantees related to such. You expressly agree that we will not be liable to you
under any circumstances for any actions or inactions of the Data Brokers, or for our
failure, for any reason, to effectuate opt outs on your behalf.
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12. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (1) THE SERVICES
ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND (2) KEENLY
FOR ITSELF AND ITS LICENSORS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS
AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEENLY MAKES NO
WARRANTIES THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE
ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY SERVICES OR INFORMATION
OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; (V)
ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (VI) IN RELATION TO THE
PAYMENT OF ANY REFUNDS, THE TIMELINESS OF SUCH PAYMENT WILL MEET YOUR
EXPECTATIONS. IN ADDITION, KEENLY MAKES NO REPRESENTATION OR
WARRANTY ABOUT ANY THIRD-PARTY PRODUCTS.
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13. Limitation of Liability
IN NO EVENT WILL KEENLY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES
(INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,
SPECIAL OR PUNITIVE DAMAGES), INCLUDING FOR ANY LOST PROFITS OR LOST
DATA, OR IN CONNECTION WITH ANY OTHER REMEDY RELATING TO OR ARISING
FROM YOUR USE OF, OR A DELAY OR INABILITY TO USE, THE SERVICE OR
MATERIALS ON OR ACCESSED THROUGH THE SERVICE, EVEN IF KEENLY IS AWARE
OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OTHER
REMEDY.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, YOUR SOLE AND
EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF
THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS,
EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE
ADDITIONAL RIGHTS.
NEITHER KEENLY NOR ANY OF ITS RESPECTIVE AFFILIATES OR SUBCONTRACTORS
SHALL HAVE ANY LIABILITY TO YOU AS AN AGENT IN OBTAINING COPIES OF: YOUR
PERSONAL CREDIT REPORT, CREDIT ALERT REPORT, QUARTERLY UPDATE, OR
CREDIT SCORE. NEITHER KEENLY NOR ITS AFFILIATES OR SUBCONTRACTORS MAKE
ANY WARRANTY, EXPRESS OR IMPLIED, FOR THE ACCURACY OF THE INFORMATION
CONTAINED IN OR PROVIDED IN CONJUNCTION WITH THE SERVICE. NEITHER
KEENLY NOR ITS AFFILIATES OR SUBCONTRACTORS ASSUME ANY LIABILITY FOR
DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL OR
EXEMPLARY), IN CONNECTION WITH OR IN ANY WAY RELATED TO THE
PERFORMANCE OF THE SERVICE OR YOUR REQUEST, USE OR ATTEMPTED USE OF
THE SERVICE OR ANY DATA OR INFORMATION THEREFROM, EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY. NEITHER KEENLY NOR ITS AFFILIATES OR
SUBCONTRACTORS ARE RESPONSIBLE FOR NEGATIVE FACTUAL INFORMATION
CONTAINED IN ANY REPORTS YOU RECEIVE AS PART OF THE SERVICE. THE
AGGREGATE LIABILITY OF ALL SUCH PARTIES TO YOU IN ANY EVENT IS LIMITED TO
THE AMOUNT WHICH YOU HAVE PAID TO KEENLY FOR YOUR SUBSCRIPTION, OR
ONE HUNDRED DOLLARS (U.S. $100), IF YOU HAVE NOT HAD ANY PAYMENT
OBLIGATIONS TO KEENLY, AS APPLICABLE. THE TERMS OF THIS SECTION SHALL
SURVIVE ANY TERMINATION, CANCELLATION, OR EXPIRATION OF THIS
AGREEMENT.
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14. Indemnity
You agree to indemnify and hold Keenly, its subsidiaries and affiliates, and each of their
directors, officers, representatives, agents, contractors, partners and employees,
harmless from and against any losses, liabilities, claims, demands, damages,
judgments, settlements, penalties, fines, costs, fees and expenses, including reasonable
attorney‘s fees, arising out of or in connection with your use of the Service, your conduct
in connection with the Service or with other users of the Service, or any violation of
these Terms of Service or of any applicable law or the rights of any third party.
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15. Limitation of Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO
THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER
THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS
PERMANENTLY BARRED.
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16. DISPUTE RESOLUTION BY BINDING ARBITRATION; JURY TRIAL & CLASS
ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.This Dispute
Resolution by Binding Arbitration section is referred to in these Terms of Service as
the “Arbitration Agreement.” Company is always interested in resolving
disputes amicably and efficiently, and most customer concerns can be resolved quickly
and to the customer’s satisfaction by emailing customer support at help@Kikoff.com. If
such efforts prove unsuccessful, a party who intends to seek arbitration must first send
to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to
Company should be sent to Kikoff Inc, PO Box 40070, Reno NV 89504 (“Notice
Address”). The Notice must (i) describe the nature and basis of the claim or dispute and
(ii) set forth the specific relief sought. The amount of any settlement offer made by
Company or you shall remain strictly confidential. If Company and you do not resolve
the dispute within sixty (60) calendar days after the Notice is received, you or Company
may commence an arbitration proceeding.
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Solely for purposes of this Arbitration Agreement, the terms “Company,” “we,” “us” and
“our” mean (1) Kikoff, each of its subsidiaries, affiliates, successors and assigns, and
any of their employees, officers, directors, agents and representatives; and (2) any third
party that you name along with us as defendants in a single proceeding. The Federal
Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”), governs the interpretation and enforcement
of this Arbitration Agreement.
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You and we agree that any and all past, present or future disputes, claims or
controversies that have arisen or may arise between you and Company, whether arising
out of or relating to these Terms of Service (including any alleged breach thereof), the
Service, your account, any advertising or any other aspect of the relationship or
transactions between you and us (collectively, “Claims”), shall be resolved by an
arbitrator through final and binding arbitration, rather than by a judge or jury in court, in
accordance with the terms of this Arbitration Agreement. The term “Claim” has the
broadest reasonable meaning and includes, without limitation: (1) initial claims,
counterclaims, crossclaims and third-party claims; (2) disputes based upon contract,
negligence, fraud and other intentional torts, constitution, statute, regulation, ordinance,
common law and equity; (3) data breach or privacy claims; and (4) claims arising out of
or relating to our written or oral communications with or about you. Claims are subject
to arbitration even if they arise out of or relate to actions, omissions, transactions, facts,
or conduct that occurred before this Arbitration Agreement took effect. However, this
Arbitration Agreement will not apply to any Claim that was already pending in court
before this Arbitration Agreement took effect (although it will apply to new parties or
new Claims that are added subsequently in the court action).
Notwithstanding the foregoing, the following disputes are not required to be arbitrated:
(1) disputes that are within the jurisdiction of a small claims court (or an equivalent
court). You or we may bring an action in small claims court or, if an arbitration demand
has been made, instruct the arbitration administrator to close the case because the
dispute should be decided by a small claims court. However, if the dispute is
transferred, removed, or appealed from small claims court to a different court, it will be
subject to arbitration. Moreover, if you or we bring a counterclaim or cross-claim that is
for more than the small claims court’s jurisdiction, the entire dispute must, if you or we
choose, be resolved by arbitration; (2) disputes about the validity, enforceability,
coverage or scope of this Arbitration Agreement or any part thereof (including, without
limitation, the Class Action Waiver), which are for a court and not an arbitrator to
decide. However, any dispute or argument that concerns the validity or enforceability of
these Terms of Service as a whole is for the arbitrator, not a court, to decide; (3) this
Arbitration Agreement does not preclude you from bringing issues to the attention of
federal, state, or local agencies, and such agencies can, if the law allows, seek relief
against us on your behalf; and (4) if any Service or product you obtain from us contains
its own arbitration agreement, that agreement (and not this one) will govern claims or
disputes arising out of or relating to said Service or product.
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CLASS ACTION WAIVER: YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS
AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, PRIVATE ATTORNEY
GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY
NOT CONSOLIDATE OR JOIN ONE PERSON’S OR PARTY’S CLAIMS WITH CLAIMS OF
ANY OTHER PERSON OR ENTITY UNLESS ALL PARTIES OTHERWISE AGREE IN
WRITING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY,
INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL
PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF
NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). THE VALIDITY AND
EFFECT OF THIS CLASS ACTION WAIVER SHALL BE DETERMINED EXCLUSIVELY BY A
COURT, AND NOT BY THE ADMINISTRATOR OR ANY ARBITRATOR.
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JURY TRIAL WAIVER: IF YOU OR WE ARBITRATE A CLAIM, YOU AND WE WILL NOT
HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR HAVE A JURY DECIDE THE
CLAIM.

Arbitration will be conducted by a single neutral arbitrator in accordance with the
American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s
Consumer Arbitration Rules and Supplementary Rules for Multiple Case Filings
(collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For
information on the AAA, please visit its website, http://www.adr.org or call 800-778-
7879. Information about the AAA Rules and fees for consumer disputes can be found at
the AAA’s consumer arbitration page,
https://adr.org/sites/default/files/Consumer_Rules_Web_2.pdf. If AAA cannot or will
not serve, and the parties are unable to select an arbitrator by mutual consent, a court
with jurisdiction will select the administrator or arbitrator, who must agree to abide by
all of the terms of this Arbitration Agreement (including, without limitation, the Class
Action Waiver). Any arbitrator must be a practicing attorney with ten or more years of
experience practicing law or a retired judge. If a party files a lawsuit in court asserting
Claim(s) that are subject to arbitration and the other party files a motion to compel
arbitration with the court which is granted, it will be the responsibility of the party
prosecuting the Claim(s) to commence the arbitration proceeding in accordance with
the administrator’s rules and procedures. If there is any inconsistency between this
Arbitration Agreement, on the one hand, and the AAA Rules or other provisions of this
Agreement, on the other hand, this Arbitration Agreement will control.
The arbitrator must follow the provisions of this Agreement as a court would. The
arbitrator must apply applicable substantive law consistent with the FAA and applicable
statutes of limitations and claims of privilege recognized at law. The arbitrator is
authorized to award all remedies permitted by the substantive law that would apply in
an individual court action, including, without limitation, punitive damages (which shall
be governed by the Constitutional standards employed by the courts) and injunctive,
equitable and declaratory relief (but only in favor of the individual party seeking relief
and only to the extent necessary to provide relief warranted by that party’s individual
Claim). Any finding, award or judgment from an arbitration of any Claim shall apply only
to that arbitration. No finding, award or judgment from any other arbitration shall impact
the arbitration of any Claim. If the amount in controversy is more than $100,000, any
party may appeal the award to a three-arbitrator panel appointed by the administrator,
which will reconsider de novo any aspect of the appealed award. Unless applicable law
provides otherwise, the appealing party will pay the appeal’s cost, regardless of its
outcome. However, we will consider any reasonable written request by you for us to
bear the cost. The arbitrator’s award (or the award of the panel if there is an appeal) will
be final and binding, except for any appeal right under the FAA, and may be entered as a
judgment by any court having jurisdiction.
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Unless we and you agree otherwise, any arbitration hearings will take place in a
reasonably convenient location for both parties with due consideration of their ability to
travel and other pertinent circumstances. If the parties are unable to agree on a
location, the determination shall be made by AAA. If your claim is for $10,000 or less,
we agree that you may choose whether the arbitration will be conducted solely on the
basis of documents submitted to the arbitrator, through a telephonic hearing, or by an
in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the
right to a hearing will be determined by the AAA Rules. Regardless of the manner in
which the arbitration is conducted, the arbitrator shall issue a reasoned written decision
sufficient to explain the essential findings and conclusions on which the award is
based.
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Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration
Fees”) will be governed by the AAA Rules. However, if you tell us in writing that you
cannot afford to pay the Arbitration Fees charged by the AAA or other arbitration
administrator and that you were unable to obtain a waiver of fees from the
administrator, and if your request is reasonable and in good faith, we will pay or
reimburse you for all or part of the fees charged to you by the arbitration administrator
and/or arbitrator. The parties shall also bear the fees and expenses of their own
attorneys, experts and witnesses unless otherwise required by applicable law, this
Agreement or the administrator’s rules. If the arbitrator determines that any party’s
claim or defense is frivolous or wrongfully intended to oppress or harass the other party,
the arbitrator may award sanctions in the form of fees and expenses reasonably
incurred by the other party if such sanctions could be imposed under Rule 11 of the
Federal Rules of Civil Procedure. All aspects of the arbitration proceeding, and any
ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of
all parties. This Arbitration Agreement is binding upon and benefits you, your respective
heirs, successors and assigns, and us and our respective successors and assigns.
This Arbitration Agreement shall survive (1) any termination, cancellation or closure of
your Account, (2) any cessation of your relationship with us; (3) any breach, default, or
repayment in full; (4) any termination of credit privileges, and (5) any bankruptcy to the
extent permitted by applicable bankruptcy law. If any portion of this Arbitration
Agreement is held to be invalid or unenforceable, the remaining portions shall
nevertheless remain in force, subject to two exceptions: (1) if a determination is made
that the Class Action Waiver is unenforceable, and that determination is not reversed on
appeal, then the Arbitration Agreement (except for this sentence) shall be void in its
entirety; and (2) if a court determines that a public injunctive relief Claim may proceed
notwithstanding the Class Action Waiver, and that determination is not reversed on
appeal, then the public injunctive relief Claim will be decided by a court, any individual
Claims will be arbitrated, and the parties will ask the court to stay the public injunctive
relief Claim until the other Claims have been finally concluded.
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RIGHT TO REJECT: You may reject this Arbitration Agreement if you do not want it to
apply. Rejection of this Arbitration Agreement will not affect the remaining parts of this
Agreement. To reject this Arbitration Agreement, you must send written notice of your
rejection within 30 days after the date that we approve your application for an Account.
You must include your name, address, and Account number. The notice of rejection
must be mailed to the Notice Address provided above. This is the only way that you can
reject this Arbitration Agreement. If an Account is jointly owned, one owner’s rejection
of this Arbitration Agreement will be deemed to be a rejection by all joint owners. In all
other circumstances, your rejection of this Arbitration Agreement will not be deemed to
be a rejection of this Arbitration Agreement by any person or entity other than you. We
offer a number of different products and services to our customers.
If you reject the Arbitration Agreement in this Agreement, that will not affect any
arbitration agreement that may exist between you and us, now or in the future, in
connection with other products or services you obtain from us. Any such arbitration
agreement will remain in force unless you separately reject it in accordance with its
terms.
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Notwithstanding any provision in this Agreement to the contrary, we agree that if we
make any future change to this Arbitration Agreement (other than ministerial changes
or a change to the Notice Address) while you have an active Account, you may reject
any such change by sending us a written notice within thirty (30) calendar days of the
change to the Notice Address provided above. If you reject any future change, you will
still be obligated to arbitrate any dispute between us in accordance with the terms of
the arbitration agreement that existed immediately prior to the changed agreement that
you rejected.YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY
CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT
MUST BE FILED WITHIN 1 YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR
IT WILL BE FOREVER BARRED.
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Jury Trial Waiver: If for any reason a Claim is not arbitrated, you and we expressly and
knowingly WAIVE THE RIGHT TO TRIAL BY JURY to the fullest extent permitted by law.
This means that a judge, rather than a jury, will decide disputes between you and us.
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17. Governing Law
These Terms are governed by and construed in accordance with the internal laws of the
State of California without giving effect to any choice or conflict of law provision or rule.
Except as otherwise set forth in Section 16 (Dispute Resolution By Binding Arbitration;
Jury Trial & Class Action Waiver), any legal suit, action or proceeding arising out of or
related to these Terms shall be instituted exclusively in the federal courts of the U.S. or
the courts of the State of California. You waive any and all objections to the exercise of
jurisdiction over you by such courts and to venue in such courts.
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18. No Relationship
These Terms do not, and shall not be construed to, create any partnership, joint venture,
employer-employee, agency, or franchisor-franchisee relationship between you and
Keenly.
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19. No Tax or Legal Advice; No Credit Repair Services
You acknowledge and agree that we are not providing any legal, tax, or financial advice
by providing the Service to you. We are also not a credit repair agency and use of the
Service will not repair your credit or improve your creditworthiness.
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20. Force Majeure
Neither Keenly nor you will be liable for inadequate performance under these Terms to
the extent caused by events beyond the reasonable control of a party, which may
include denial-of-service attacks, internet disturbance, strikes, riots, pandemics or
epidemics, natural disasters, acts of God, war, terrorism, and governmental action.
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21. Third-Party Beneficiaries
Except as expressly provided herein, there will be no third-party beneficiaries to these
Terms.22. Third Party MaterialsThe Service may display, include, or make available third-party content (including data,
information, sites, and other products services and/or materials) or provide links to
third-party websites or services (“Third Party Materials”). You acknowledge and agree
that Keenly is not responsible for Third Party Materials, including their accuracy,
completeness, timeliness, validity, copyright compliance, legality, decency, quality, or
any other aspect thereof. Keenly does not assume and will not have any liability or
responsibility to you or any other person or entity for any Third Party Materials. Third
Party Materials and links thereto are provided solely as a convenience to you; you
access and use them entirely at your own risk and subject to such third parties’ terms
and conditions.
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23. Waiver
The failure of Keenly to exercise or enforce any right or provision of these Terms will not
constitute a waiver of such right or provision. Any waiver of any provision of these
Terms will be effective only if in writing and signed by a properly authorized
representative of Keenly. Any cause of action arising out of or related to the Service by
you against Keenly must commence within one (1) year after the cause of action
accrues.
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24. Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or
assigned by you but may be assigned by Keenly without restriction. Any assignment
attempted to be made in violation of these Terms shall be void.
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25. Termination
We reserve the right to terminate your access to the Service for any reason, including
breach of these Terms. You agree that if your use of the Service is terminated pursuant
to these Terms, you will not attempt to use the Service under any name, real or
assumed, and further agree that if you violate this restriction after being terminated, you
will indemnify and hold Keenly from any and all liability that it may incur therefore.

26. Entire Agreement and Severability
These Terms constitute the entire agreement between you and Keenly with respect to
the Service and supersedes all prior or contemporaneous understandings and
agreements, whether written or oral, with respect to the Service. If any provision of
these Terms is found to be illegal or unenforceable under applicable law, the remainder
of the provision will be amended to achieve as closely as possible the effect of the
original term and all other provisions of these Terms will continue in full force and
effect to the full extent permitted by law.
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Contact Us
For questions about these Terms, contact us at get-help@keenly.com.