Terms of Service

1. The agreement

1.1 Who the parties are. These Terms of Service ("Terms") are a contract between the owner of KeptRing, an individual doing business as KeptRing in Indiana ("KeptRing," "we," "us," or "our"), and the business that signs up for the KeptRing service ("Customer," "you," or "your"). These Terms will be assigned to KeptRing LLC upon its formation, and you consent to that assignment (see Section 18.2).

1.2 How you agree. You accept these Terms, and a binding contract is formed, when you do any of the following: (a) check the box at signup (for the pilot or for the paid plan) stating that you agree to these Terms; (b) sign an order form, quote, or other document that refers to these Terms ("Order Form"), including by electronic signature; or (c) where we have agreed in writing to start your pilot without an online signup, reply by email confirming that you accept these Terms. We record the date, time, version of these Terms, and the account email or signer for each acceptance. If you do not agree, do not sign up for or use the Service.

1.3 Business use only. The Service is for businesses only. You confirm that you are signing up for business purposes, not for personal, family, or household purposes, and that you are not a consumer.

1.4 Authority. The person who accepts these Terms confirms that they are at least 18, that they have authority to bind the Customer business to these Terms, and that the information they give us at signup is true. If they don't have that authority, they personally accept these Terms.

1.5 What makes up the agreement. The agreement consists of these Terms, any Order Form, and the Privacy Policy (together, the "Agreement"). If an Order Form conflicts with these Terms, the Order Form controls only for the items it expressly changes (for example, price, number of lines, or start date). Any purchase order or terms you send us don't apply, even if we accept or sign the purchase order.

1.6 Definitions. "Service" means the KeptRing AI answering service, the KeptRing phone numbers we provide, lead summaries, recordings, transcripts, reports, any text messaging features, support, and keptring.com. "Caller" means anyone who calls a number forwarded to or provided by KeptRing for you. "Customer Data" means the information about your Callers and your business that the Service collects or that you give us, including lead details, recordings, transcripts, and summaries. "Script" means the greeting, questions, instructions, and call-handling rules your AI receptionist follows.

2. The Service

2.1 What we provide. KeptRing provides an automated (AI) receptionist that answers phone calls forwarded to it by the Customer, tells Callers that it is automated and that the call may be recorded, collects job details, and sends lead summaries to the Customer by email. We may update, improve, or change how the Service works, as long as we don't materially reduce the core features of your plan during a paid month without telling you.

2.2 Your Script. We build your Script from the information you provide. Nothing goes live on your calls until you approve it. You can ask for Script changes at any time. We may refuse or change Script content that we reasonably believe is unlawful, unsafe, misleading, or likely to harm Callers, KeptRing, or our providers.

2.3 Required call elements. Every call includes (a) a disclosure that the receptionist is automated, (b) a notice that the call may be recorded, and (c) our basic safety instructions for emergencies (for example, telling a Caller who smells gas to leave the building and call 911 or the gas utility from outside). You may not ask us to remove, shorten, delay, or hide these elements. The receptionist never claims to be a human, does not quote prices, and does not promise arrival times.

2.4 Inbound only. KeptRing answers inbound calls only. KeptRing does not make outbound automated or AI calls, and you may not use the Service to do so.

2.5 Text messaging. Text messaging features are offered only after carrier registration (A2P 10DLC) is approved, and only to people who have consented. Section 7 applies to them.

2.6 Fair use. The plan is sized for a typical small contractor's overflow and after-hours calls on one business phone line. If your call volume is far beyond that, we'll tell you and discuss options. We won't charge you more without your written agreement, but we may limit use that is abusive, automated, or unrelated to your business.

2.7 Not affiliated with Google. KeptRing is independent and is not affiliated with, endorsed by, or sponsored by Google. Google, Google Ads, Local Services Ads, and Google Business Profile are Google's trademarks. KeptRing does not access, manage, or change your Google accounts and does not control whether Google charges you for any lead.

2.8 No guaranteed results. KeptRing does not guarantee any number of calls answered, leads, booked jobs, or revenue, or any reduction in your advertising or lead costs.

3. Not an emergency service

THE SERVICE IS NOT AN EMERGENCY SERVICE AND IS NOT A SUBSTITUTE FOR 911, A GAS UTILITY, OR YOUR OWN EMERGENCY LINE. KEPTRING DOES NOT DISPATCH EMERGENCY RESPONDERS, TECHNICIANS, OR ANYONE ELSE. THE AI RECEPTIONIST GIVES ONLY BASIC, SCRIPTED SAFETY INSTRUCTIONS AND NEVER GIVES REPAIR ADVICE.

THE AI RECEPTIONIST CAN MISHEAR, MISUNDERSTAND, OR MISCLASSIFY WHAT A CALLER SAYS, INCLUDING WHETHER A CALL IS AN EMERGENCY. CALLS, SUMMARIES, RECORDINGS, AND TRANSCRIPTS CAN BE DELAYED, INCOMPLETE, INACCURATE, OR LOST, AND CALLS CAN FAIL TO CONNECT OR DROP BECAUSE OF CARRIERS, CALL FORWARDING, POWER OR INTERNET OUTAGES, OR THIRD-PARTY PROVIDERS.

YOU ARE SOLELY RESPONSIBLE FOR: (A) MAINTAINING YOUR OWN EMERGENCY LINE, ON-CALL PROCEDURES, AND INSTRUCTIONS FOR YOUR CUSTOMERS; (B) REVIEWING EVERY LEAD SUMMARY PROMPTLY, ESPECIALLY ANY MARKED URGENT, AND CALLING CALLERS BACK; (C) CHECKING THE RECORDING OR TRANSCRIPT WHEN A SUMMARY IS UNCLEAR; AND (D) ALL DECISIONS ABOUT WHETHER, WHEN, AND HOW TO RESPOND TO ANY CALLER.

4. Pilot, billing, cancellation, and refunds

4.1 Free pilot. New Customers may start with a 14-day pilot at no charge. No card or other payment method is needed to start the pilot. These Terms apply during the pilot. Either party may end the pilot at any time by email. If you haven't agreed to the paid plan by the end of the pilot, the Service ends, we may stop answering your calls or play a short recorded message instead, and you must turn off call forwarding (Section 12.5).

4.2 Your agreement to pay. Billing begins only after you explicitly agree to the paid plan of $197 per month per business phone line (or the price in your Order Form) by checking a consent box at signup or signing an Order Form. We record the date and time of your consent and the version of these Terms you agreed to. Unless we agree otherwise in writing, the paid plan is billed monthly in advance, and it renews each month until you or we cancel. You authorize us and our payment processor to charge your payment method for each month's fee and any applicable taxes.

4.3 Reminder before the first charge. At least 3 days before your first charge, we email you a reminder with the charge date, the amount, and a link or instructions to cancel.

4.4 How charges appear. Charges appear on your card or bank statement as KEPTRING.COM.

4.5 Canceling. The Service is month-to-month. You may cancel anytime by emailing tom@keptring.com or by using the cancel link in any billing email. Cancellation stops all future charges. Your Service continues through the end of the month you've already paid for.

4.6 Refunds. We don't refund partial months when you cancel. But if something is wrong with a charge, email tom@keptring.com within 7 days of the charge and we'll review it and make it right, including refunding any duplicate or erroneous charge. If we end the Service for convenience under Section 12.2, we refund the unused, prepaid part of the current month as described there.

4.7 Contact us before disputing a charge. If you have a billing problem, you agree to contact us first and give us at least 7 days to fix it before disputing the charge with your bank or card issuer. Most problems can be fixed faster directly with us. If you dispute a valid charge, we may suspend the Service until it's resolved.

4.8 Records of service. We keep call logs, lead summaries, and monthly reports as records of the Service we delivered, and we may use and share them with our payment processor and your card issuer to answer billing questions or respond to a payment dispute.

4.9 Failed payments. If a payment fails, we'll email you. If it isn't fixed within 7 days of that email, we may suspend the Service until it is paid.

4.10 Taxes. Fees don't include taxes. You're responsible for any sales, use, or similar taxes on the Service, other than taxes on our income.

4.11 Price changes. We'll email you at least 30 days before changing the price for an existing Customer. The new price applies starting with the first billing month that begins after the notice period. If you don't want the new price, you can cancel before it takes effect.

5. Your responsibilities

5.1 Your phone setup. You're responsible for setting up, maintaining, and removing call forwarding with your phone provider, for any charges your provider bills you, and for making sure you have the right to forward each number you send to KeptRing.

5.2 Accurate information. You're responsible for the accuracy and completeness of the business information, Script instructions, hours, service area, and emergency rules you give us, and for telling us promptly when they change.

5.3 Your business and your callers. You're solely responsible for your services, workmanship, pricing, scheduling, permits, licensing, insurance, warranties, and the way you treat Callers, and for following up with Callers.

5.4 Legal compliance where you operate. You are responsible for making sure your use of the Service complies with the laws that apply to you and your Callers, including laws on call recording and consent (some states require the consent of everyone on a call), disclosure of automated or AI systems, telemarketing and texting (including the Telephone Consumer Protection Act), privacy and data security, and consumer protection, in every state where you do business or where your Callers are. The Service's built-in disclosures (Section 2.3) are designed to help, but we don't guarantee that they satisfy every law that applies to you. Tell us during setup if you need additional disclosures, and we'll add them where we can.

5.5 Sensitive information. The Service is not designed to collect or store payment card numbers, bank account numbers, Social Security numbers, health information, or similar sensitive data. You won't instruct the receptionist to collect it. If a Caller volunteers it, we aren't responsible for it beyond our security commitments in Section 8.

5.6 Your account. You're responsible for keeping your account email, any login, and any links we send you secure, and for activity under your account. Tell us promptly if you think someone has accessed it without permission.

6. Acceptable use

You will not, and won't let anyone else: (a) use the Service for anything unlawful, fraudulent, deceptive, or harassing; (b) use the Service to make outbound calls or to send texts without the consent the law requires; (c) ask the receptionist to impersonate a person, misstate who it is, or give advice that requires a license (for example, repair, legal, or medical advice); (d) forward numbers you don't control, or numbers used as emergency lines for others (for example, 911 or utility emergency lines); (e) interfere with, overload, probe, or try to bypass the security of the Service or our providers; (f) copy, resell, reverse engineer, or build a competing product from the Service, our Scripts, prompts, or workflows; or (g) use the Service in a way that could expose KeptRing or our providers to liability or get our phone numbers or carrier registrations blocked.

7. SMS program terms

Program: KeptRing lead alerts and caller text-back. Description: Customers who opt in receive texts about new leads and account notices. Callers who ask for a text during a call receive messages about their service request on behalf of the business they called.

• Opt-in: we text only people who have given consent, for example by enrolling in lead alerts or asking for a text during a call. Consent is not a condition of purchase.
• Frequency: message frequency varies. Message and data rates may apply.
• STOP: reply STOP to any message to opt out. You'll get one confirmation and no further messages unless you opt in again.
• HELP: reply HELP for help, or email tom@keptring.com.
• Carriers are not liable for delayed or undelivered messages.
• We do not share mobile numbers or opt-in data with third parties or affiliates for marketing or promotional purposes. See our Privacy Policy.

8. Recordings, data, AI, and service providers

8.1 Recordings. Calls may be recorded and transcribed, and Callers are told so at the start of each call (Section 2.3).

8.2 Your data. As between you and KeptRing, you own your Customer Data. You give KeptRing permission to collect, store, use, and share Customer Data only as needed to (a) provide, support, and secure the Service for you, including reviewing call quality and improving your Script; (b) keep records of service and handle billing questions and disputes (Section 4.8); (c) comply with law; and (d) create aggregated statistics that do not identify you or any Caller (for example, total calls answered). We handle personal information as described in our Privacy Policy.

8.3 Service providers. We use third-party providers to run the Service, including telephone carriers, voice AI and language-model providers, email delivery, payment processing, and hosting ("Service Providers"). We share Customer Data with them only as needed to provide the Service, and we choose providers that are bound by confidentiality and data-protection terms. A list of our current Service Providers is available on request.

8.4 AI training. KeptRing does not use Customer Data to train or fine-tune artificial intelligence models. Service Providers process Customer Data under their own terms. Our voice AI provider's terms allow it to use call recordings, transcripts, and related call data, after de-identifying and aggregating them, to operate, improve, develop, and train its AI models. That provider's only documented way to limit this use is to stop storing call recordings and transcripts, which would remove features the Service includes, so we do not currently use it. If a provider offers a setting or written commitment that limits training on Customer Data without removing features the Service depends on, we will consider using it and will update our Privacy Policy if our practice changes.

8.5 Security. We use reasonable administrative, technical, and physical safeguards designed to protect Customer Data, and we limit access to people and providers who need it. No system is perfectly secure, and we don't guarantee that Customer Data will never be accessed, lost, or disclosed without authorization. If we learn of a security breach that affects your Customer Data, we'll tell you without unreasonable delay and give you the information we reasonably can so you can meet any notice obligations you have.

8.6 Retention and deletion. While your account is active, we keep Customer Data, including recordings and transcripts, so we can provide the Service and keep records of it, unless you ask us to delete specific records sooner. After the Service ends, you can ask for a copy of your lead summaries (and recordings and transcripts where available) within 30 days. We'll delete or de-identify your Customer Data within 90 days after the Service ends, or within 90 days after you ask, except data we must keep by law, need to resolve an open billing question, payment dispute, or legal claim, or keep in routine backups until they are overwritten. Our telephone carrier and other Service Providers may keep basic call records (for example, phone numbers, call times, and call length) in their own systems for billing, fraud prevention, and legal compliance under their own retention policies.

9. Confidentiality

Each party may receive non-public information from the other, such as pricing, Scripts, prompts, call data, and business plans ("Confidential Information"). The receiving party will use the other's Confidential Information only to perform under or use the Service under this Agreement, will protect it with at least reasonable care, and will share it only with employees, contractors, Service Providers, and advisors who need it and are bound to keep it confidential. Confidential Information doesn't include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from someone else without a duty of confidentiality. A party may disclose Confidential Information if required by law or court order, after giving the other party prompt notice where legally allowed. These duties last during the Agreement and for 2 years afterward, and for trade secrets as long as they remain trade secrets. Customer Data is also protected by Section 8.

10. Ownership and license

10.1 KeptRing's property. KeptRing and its licensors own the Service, including its software, voice agent configurations, prompts, Script templates, workflows, reports, the keptring.com website, and the KeptRing name and logo, and all improvements to them. Subject to this Agreement and payment of fees, we give you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes while the Agreement is in effect. We reserve all rights not expressly granted.

10.2 Your property. You own your business name, logos, and trademarks, the business information you give us, and your Customer Data. You give us permission to use your business name and information to answer calls in your name and to provide the Service. We won't use your name or logo in our marketing without your written permission.

10.3 Feedback. If you give us suggestions or feedback, we may use them freely without paying you or owing you anything, and without identifying you.

10.4 Phone numbers. Any phone number that KeptRing provides is obtained through our carrier and is not your property. You don't have a right to port or keep it unless we agree in writing. Your own business number stays yours.

11. Availability and support

We work to keep the Service running at all times, but it depends on telephone carriers, call forwarding, and Service Providers, and it may sometimes be interrupted, delayed, or unavailable, including for maintenance. We'll tell affected Customers about significant outages. Support is by email at tom@keptring.com during normal business hours, Eastern Time. We don't offer a service-level guarantee or service credits unless an Order Form says so.

12. Term, suspension, and termination

12.1 Term. The Agreement starts when you accept it (Section 1.2) and continues through the pilot and, if you agree to the paid plan, month to month until either party ends it.

12.2 Termination for convenience. You may cancel at any time as described in Section 4.5. KeptRing may end the Service for any reason by giving you at least 30 days' notice by email. If we end the Service for convenience, we'll refund the unused, prepaid part of your current month, calculated by day.

12.3 Termination for breach. Either party may end the Agreement by email notice if the other party materially breaches it and does not fix the breach within 10 days after notice. KeptRing may end the Agreement immediately by email notice if you break Section 6, use the Service unlawfully, or repeatedly fail to pay.

12.4 Suspension. We may suspend all or part of the Service, with notice when reasonably possible, if: (a) a payment is overdue as described in Section 4.9 or a charge is disputed (Section 4.7); (b) we reasonably believe you are breaking Section 5 or 6; (c) we reasonably believe continuing would expose Callers, KeptRing, or our providers to legal liability, a safety risk, or a security risk, or would put our phone numbers or carrier registrations at risk; or (d) a carrier, Service Provider, or government authority requires it. We'll restore the Service promptly once the issue is resolved. Suspension under this section doesn't entitle you to a refund, except that if we suspend under (c) or (d) for reasons that aren't your fault, we'll credit fees for the suspended days.

12.5 Call forwarding when the Service ends. When the pilot or Service ends for any reason, you must turn off call forwarding to KeptRing right away (and in any case by the last day of Service). After the Service ends, KeptRing has no obligation to answer, record, route, or report on any call, and we may stop answering, play a short recorded message, or release the KeptRing number to our carrier, which may later assign it to someone else. KeptRing is not responsible for calls forwarded after the Service ends.

12.6 Effect of termination. When the Agreement ends, your right to use the Service ends, you must pay any fees owed through the end of the paid period, and each party must return or delete the other's Confidential Information on request (subject to Section 8.6).

12.7 Survival. Sections that by their nature should continue after the Agreement ends will continue, including Sections 3, 4.6 through 4.10 (for amounts owed), 5.4, 8.6, 9, 10, 12.5 through 12.7, 13, 14, 15, 16, and 18.

13. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, INCLUDING THE PILOT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. KEPTRING AND ITS SERVICE PROVIDERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KEPTRING DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT EVERY CALL WILL BE ANSWERED, CONNECTED, OR RECORDED; OR THAT AI OUTPUT, LEAD SUMMARIES, URGENCY LABELS, TRANSCRIPTS, OR RECORDINGS WILL BE ACCURATE, COMPLETE, OR DELIVERED. NO ADVICE OR INFORMATION FROM KEPTRING, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY NOT STATED IN THESE TERMS.

14. Limitation of liability

14.1 NO INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, KEPTRING AND ITS OWNER(S), MEMBERS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS (THE "KEPTRING PARTIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST JOBS OR LEADS, LOST BUSINESS OR GOODWILL, ADVERTISING OR LEAD COSTS (INCLUDING ANY GOOGLE CHARGES), OR LOST OR CORRUPTED DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICE, EVEN IF ADVISED THAT THEY WERE POSSIBLE.

14.2 CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, THE KEPTRING PARTIES' TOTAL, COMBINED LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID KEPTRING FOR THE SERVICE IN THE 3 MONTHS IMMEDIATELY BEFORE THE EVENT THAT GAVE RISE TO THE LIABILITY, OR (B) US$100.

14.3 HOW THESE LIMITS APPLY. THE LIMITS IN THIS SECTION 14 APPLY TO ALL CLAIMS AND THEORIES OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT (I) YOUR OBLIGATION TO PAY FEES OWED, OR (II) YOUR OBLIGATIONS UNDER SECTION 15 (INDEMNIFICATION). THEY ALSO DO NOT LIMIT ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

14.4 WHY. YOU AGREE THAT THESE DISCLAIMERS AND LIMITS ARE A REASONABLE ALLOCATION OF RISK BETWEEN BUSINESSES, THAT THEY ARE REFLECTED IN KEPTRING'S PRICING, AND THAT KEPTRING WOULD NOT OFFER THE SERVICE AT THIS PRICE WITHOUT THEM.

15. Indemnification

15.1 Your indemnity. You will defend, indemnify, and hold harmless the KeptRing Parties from and against all third-party claims, demands, lawsuits, government investigations, and proceedings, and all resulting losses, damages, fines, penalties, settlements, judgments, costs, and reasonable attorneys' fees (together, "Claims"), brought by any Caller, any of your customers or prospective customers, any of your employees or contractors, any regulator or government authority, or any other third party, to the extent arising out of or related to:

• (a) your business, services, products, workmanship, pricing, scheduling, licensing, or response or failure to respond to any Caller, including in an emergency;
• (b) your Script instructions and the information you gave us;
• (c) your call forwarding, phone numbers, or phone provider, including calls forwarded after the Service ends;
• (d) your compliance or non-compliance with laws that apply to you, including call-recording and consent laws, AI-disclosure laws, the Telephone Consumer Protection Act and similar state laws, and privacy and consumer protection laws in any jurisdiction where you operate or your Callers are located;
• (e) your breach of the Agreement; or
• (f) any Caller's reliance on, or a mishandled, misunderstood, dropped, or unanswered call to, the AI receptionist answering in your name.

EXPRESS NEGLIGENCE STATEMENT. YOU AGREE THAT THIS INDEMNITY APPLIES TO CLAIMS THAT ARE CAUSED OR ALLEGED TO BE CAUSED IN PART BY THE NEGLIGENCE OF ANY KEPTRING PARTY, INCLUDING ERRORS BY THE AI RECEPTIONIST, WHETHER THAT NEGLIGENCE IS CONCURRENT OR CONTRIBUTORY. THIS INDEMNITY DOES NOT APPLY TO THE EXTENT A CLAIM IS FINALLY DETERMINED TO HAVE BEEN CAUSED SOLELY BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF A KEPTRING PARTY, OR TO HAVE BEEN CAUSED BY A KEPTRING PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

15.2 Process. The party seeking indemnity will (a) notify the other party promptly in writing (a delay only reduces the indemnifying party's obligations to the extent it is actually harmed by the delay); (b) let the indemnifying party control the defense and settlement, except that the indemnifying party may not settle in a way that admits fault for, or imposes any obligation on, the protected party without that party's written consent (not to be unreasonably withheld); and (c) give reasonable cooperation at the indemnifying party's expense. The protected party may take part with its own lawyer at its own cost. If you fail to assume the defense of a Claim promptly, KeptRing may defend it itself and you'll reimburse its reasonable costs.

16. Dispute resolution, arbitration, and governing law

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION OF MOST DISPUTES AND WAIVES CLASS ACTIONS AND JURY TRIALS.

16.1 Informal resolution first. Before starting arbitration or a lawsuit, a party must send the other a written notice by email (Section 18.7) describing the dispute and the relief sought, and both parties must try in good faith to resolve it for 30 days after the notice is received. This requirement does not apply to claims under Section 16.3(b) or (c) that need urgent action. Any limitation period is paused during the 30-day period.

16.2 Binding arbitration. Any dispute, claim, or controversy arising out of or relating to the Agreement or the Service, including its formation, scope, enforceability, breach, or termination ("Dispute"), that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (including its Expedited Procedures where they apply) in effect when the arbitration is filed. There will be one arbitrator. The seat and place of arbitration is Indianapolis, Indiana, although the arbitrator may hold hearings by video or decide on written submissions. The arbitrator may award any individual relief a court could award under the Agreement, and must follow the Agreement, including Section 14. Each party pays its own attorneys' fees and costs, and AAA fees are paid as the AAA rules provide, unless the arbitrator decides otherwise under applicable law or the Agreement. In any action or arbitration to collect undisputed fees owed, KeptRing may recover its reasonable collection costs and attorneys' fees. The arbitration and award are confidential except as needed to enforce the award or as required by law. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this Section 16.

16.3 Exceptions. Either party may: (a) bring an individual claim in a small claims court that has jurisdiction, as long as the claim stays there and is pursued only on an individual basis; (b) seek a temporary restraining order, preliminary injunction, or other equitable relief in court to protect its intellectual property or Confidential Information, or to stop a breach of Section 6, while the arbitration proceeds; and (c) bring a claim for indemnity under Section 15 in the same court where the underlying third-party Claim is pending.

16.4 CLASS ACTION WAIVER. EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT CUSTOMERS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed from arbitration and decided by a court under Section 16.6, and the rest of this Section 16 will still apply. A court, not the arbitrator, decides whether this Section 16.4 is enforceable.

16.5 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE THAT PROCEEDS IN COURT FOR ANY REASON.

16.6 Venue for court proceedings. Any Dispute that is not arbitrated (other than in small claims court) must be brought exclusively in the state courts located in Marion County, Indiana, or the United States District Court for the Southern District of Indiana, Indianapolis Division. Each party consents to the personal jurisdiction of and venue in those courts and waives any objection that they are an inconvenient forum.

16.7 Time limit to bring claims. To the fullest extent permitted by law, any Dispute must be started (by filing an arbitration demand or, where allowed, a lawsuit) within 1 year after the party knew or reasonably should have known of the facts giving rise to it, not counting any time paused under Section 16.1. Otherwise it is permanently barred.

16.8 Governing law. The Agreement and all Disputes are governed by the laws of the State of Indiana, USA, without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs Section 16. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. Changes to these Terms

17.1 Material changes. If we make a material change to these Terms (for example, to fees, Section 14, Section 15, or Section 16), we'll email you at least 30 days before it takes effect and post the new version with its effective date on this page. Price changes also follow Section 4.11.

17.2 Non-material changes. Other changes, such as clarifications, formatting, contact details, or changes required by law or by a carrier, take effect when posted on this page with a new effective date.

17.3 Acceptance. If you keep using the Service after a change takes effect, you accept the changed Terms. If you don't agree with a change, you may cancel before it takes effect, and the prior version will apply until your Service ends. A change to Section 16 won't apply to any Dispute for which a notice under Section 16.1 was sent before the change took effect.

18. General terms

18.1 Force majeure. Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, severe weather, fire, flood, epidemics, war, terrorism, civil unrest, labor disputes, government action, power or internet failures, cyberattacks, or outages or failures of telephone carriers or Service Providers.

18.2 Assignment. You may not assign or transfer the Agreement without our written consent. KeptRing may assign the Agreement, without your consent, to an affiliate, to a successor in a merger, reorganization, or sale of all or substantially all of the business or assets of the Service, or to a business entity formed by KeptRing's owner to operate KeptRing (including KeptRing LLC). You agree in advance that, when the successor accepts the Agreement in writing, the successor replaces KeptRing as the party to the Agreement and the assigning party is released from obligations arising after the assignment. We'll tell you about the assignment by email. Any assignment in violation of this section is void. The Agreement binds and benefits the parties' permitted successors and assigns.

18.3 Entire agreement. The Agreement is the entire agreement between the parties about its subject and replaces all earlier and contemporaneous proposals, statements, and agreements about it, whether written or oral, including any earlier version of these Terms (except as stated in Section 17.3). Marketing materials, website FAQs, and sales conversations are not part of the Agreement.

18.4 Severability. If any part of the Agreement is found invalid or unenforceable, it will be enforced to the maximum extent permitted and modified only as much as needed to make it enforceable, and the rest of the Agreement stays in effect (subject to Section 16.4 for the class action waiver).

18.5 No waiver. A party's failure or delay in enforcing any part of the Agreement is not a waiver of its right to enforce it later. A waiver must be in writing to be effective.

18.6 Electronic communications and signatures. You agree to receive notices, disclosures, agreements, receipts, and other communications from us electronically, by email or on keptring.com, and that these satisfy any legal requirement that they be in writing. You agree that checking a box, clicking to accept, or signing electronically is your signature and binds you the same as a handwritten signature.

18.7 Notices. Notices to KeptRing must be sent by email to tom@keptring.com, with "Legal Notice" in the subject for notices under Sections 12, 15, or 16. Notices to you will be sent to the email address on your account or Order Form. Email notices are received on the next business day after they are sent, unless the sender gets a bounce or failure message. Each party must keep its notice email up to date.

18.8 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship. KeptRing answers calls on your behalf only as your service provider, and has no authority to make commitments to Callers for you.

18.9 No third-party beneficiaries. The Agreement is only for the benefit of the parties, except that the KeptRing Parties may rely on Sections 13, 14, and 15. Callers and your customers have no rights under the Agreement.

18.10 Interpretation. Headings are for convenience only and don't affect meaning. "Including" means "including without limitation." The plain-English summary at the top is not part of the Terms. Each party had the opportunity to review the Agreement, so it won't be interpreted against either party as the drafter.

18.11 Order of precedence. If there is a conflict, the Order Form controls as described in Section 1.5, then these Terms, then the Privacy Policy, except that the Privacy Policy controls on how we handle Callers' personal information.

19. Contact

The owner of KeptRing, an individual doing business as KeptRing in Indiana, USA · tom@keptring.com