Terms of Service
These Terms of Service (the “Terms”) apply to the products and services of Vermilion Inc (operating the Keel brand) and our subsidiaries and affiliates (“Keel,” “we,” “us,” or “our”), including our websites (keelapp.co and related domains), mobile applications, and other online services (collectively, the “Services”).
Please refer to our Privacy Policy, Consumer Health Data Privacy Notice, and CCPA Notice at Collection (and any other posted policies) for information regarding how we collect, use, and disclose information about you.
1. Agreement to terms
Please read these Terms carefully. By accessing or using the Services, you acknowledge that you have read these Terms, that these Terms govern your use of the Services, and that you agree to them. By agreeing to these Terms, you and Keel will, as described in Section 16 below, be required to resolve most disputes with each other solely on an individual basis through arbitration where permitted by applicable law and not with a jury trial or as a class arbitration, class action, or any other kind of representative or court proceeding. If you do not agree to be bound by these Terms, do not use the Services.
2. Additional terms and policies
We may also have different or additional terms in relation to some of the Services. Unless we say otherwise in those terms, those terms supplement and are part of these Terms and will control to the extent there is a conflict with these Terms. Our Privacy Policy, Consumer Health Data Privacy Notice, and CCPA Notice at Collection are incorporated by reference into these Terms.
3. Eligibility and account
Eligibility. The Services are intended solely for adults who are at least 18 years of age (or the age of majority in your jurisdiction, whichever is older). By using the Services you represent and warrant that you meet this requirement. If you are under 18 (or the applicable age of majority), you may not use the Services.
Account Registration and Security. To use many of the Services you must register for an account. You must provide accurate account information, keep this information updated, and maintain the security of your account credentials. You are responsible for all activities that occur under your account to the extent permitted by applicable law. Notify us immediately at support@keelapp.co of any unauthorized use of your account or any other breach of security. You agree not to create an account if we have previously removed you or your account from any of the Services, unless we expressly agree otherwise in writing.
We may suspend or terminate accounts that violate these Terms, that we reasonably believe are being used inconsistently with the intended purpose of the Services, or that present a risk to other users, the Services, or Keel.
4. Nature of the services — critical product characteristics
Keel is a self-command instrument. It allows adult users to set their own personal limits regarding adult content use and to track whether they are holding those limits.
Keel does not:
- diagnose any medical, psychological, or behavioral condition or disorder;
- provide medical, psychological, therapeutic, counseling, or treatment advice of any kind;
- require, recommend, or promote abstinence;
- issue judgments, shame, moral evaluations, or “relapse” labels;
- host, link to, transmit, store, or process any adult content;
- offer partner-visibility, accountability-partner, monitoring, or surveillance features of any kind (such features are permanently prohibited by product design and brand rules).
Deviation from a limit you set is treated as data, not failure. The product is designed so that you close it more in command of your own behaviour than when you opened it — never more ashamed.
If during onboarding, self-assessment, or otherwise you indicate that you are experiencing acute compulsive crisis, the Services will route you to external resources and will not offer or continue the product for you. This is intentional. Keel is not the right tool for everyone. We deliberately forgo revenue in these cases.
You remain solely responsible for your own decisions, behaviour, and any consequences thereof. Keel provides structure and measurement only.
5. Subscriptions, payments, and promotional offers
This section applies to paid features of the Services (“Paid Services”).
Recurring Subscriptions. If you purchase a recurring subscription, the subscription will continue for the period you select and will automatically renew for successive periods until canceled. You authorize us (or the applicable app store or payment processor) to automatically charge your designated payment method at the beginning of each subscription period for the then-current price, plus any applicable taxes and fees, unless canceled in accordance with the cancellation rules below.
Cancellation. All paid subscriptions are processed exclusively through the Apple App Store or Google Play in-app purchase systems. You must cancel your recurring subscription according to the rules of the platform through which you purchased (Apple App Store or Google Play). Cancellation generally must occur before the end of the current billing period to avoid charges for the next period. If you cancel, you are not entitled to a refund for fees already paid (except as required by Apple, Google, or applicable law), but you will continue to have access until the end of the then-current paid period, subject to these Terms. We do not process payments or manage subscriptions directly on keelapp.co.
Changes to Subscriptions. We may change subscription pricing or features. We will communicate material changes in advance where required by law or platform rules. If you do not agree to the changes, you may cancel before the changes take effect.
Promotional Offers and Trials. We may offer trials, discounts, or other promotional offers through the app stores. Additional terms specific to each offer will be stated at the time of the offer. Unless stated otherwise, promotional offers are limited to new customers who have not previously subscribed or redeemed a similar offer. We reserve the right to determine eligibility and to modify or cancel any promotional offer at any time. At the end of a promotional period, your subscription will convert to a paid recurring subscription at the then-current price unless you cancel before the promotional period ends.
Payment Processing. All payments are handled end-to-end by Apple or Google through their in-app purchase systems. Keel never receives, processes, or stores your payment card details. Any payment method management, billing, or refund requests must be handled through your Apple or Google account.
Refunds. Except as required by applicable law or by the rules of the platform through which you purchased (Apple or Google), all payments are non-refundable. You will not have a right to a refund for any amounts paid unless otherwise required by Apple, Google, or applicable law.
No Contingency on Future Features. Your purchases are not contingent on the delivery of any current or future functionality, content, or features.
6. Intellectual property and license
Ownership. Subject to the limited license granted below, Vermilion Inc and its licensors exclusively own all right, title, and interest in and to the Services, including all software, text, graphics, designs, trademarks (including “Keel”), logos, and all associated intellectual property rights. The Services are protected by intellectual property laws of the United States and other countries.
Limited License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for your personal, non-commercial purposes. We also grant you a limited license to download and install a copy of any mobile application we distribute through an app store on a device you own or control, subject to the app store’s terms.
Restrictions. You may not: (a) copy, modify, distribute, sell, lease, or create derivative works of the Services or any part thereof; (b) reverse engineer, decompile, or attempt to extract source code; (c) remove or alter any proprietary notices; (d) use the Services for any commercial purpose without our prior written consent; or (e) use the Services in any manner that violates these Terms or applicable law. Any unauthorized use terminates the license granted herein.
7. User content
The Services are primarily a private measurement and self-command tool. To the extent you submit any feedback, messages, support requests, survey responses, or other content (“User Content”), you retain ownership of your User Content. By submitting User Content you grant Keel a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use, store, reproduce, modify, adapt, publish, and display such User Content solely for the purposes of operating, improving, and providing the Services and for related legal and security purposes.
You represent that you have all rights necessary to grant the above license and that your User Content does not violate any third-party rights or applicable law.
8. Prohibited conduct
You agree not to, and not to assist or encourage others to:
- Use the Services if you are under 18 or otherwise ineligible;
- Provide false, inaccurate, or misleading information;
- Attempt to circumvent the self-assessment off-ramp or any other safety or eligibility mechanism;
- Use the Services for any purpose other than personal self-command regarding limits you set;
- Share account credentials or allow any third party (including partners, family members, or accountability systems) to access or monitor your account or usage data;
- Scrape, crawl, data-mine, or extract data from the Services by automated means;
- Reverse engineer, decompile, disassemble, or attempt to discover source code or underlying ideas;
- Interfere with, disrupt, or place an unreasonable burden on the Services or any related networks or systems;
- Introduce viruses, malware, or other harmful code;
- Impersonate any person or entity or misrepresent your affiliation;
- Use the Services in any way that violates applicable law or these Terms;
- Engage in any harassing, threatening, or abusive conduct in connection with the Services;
- Attempt to access accounts or data belonging to other users.
We reserve the right (but have no obligation) to investigate and take action against violations, including removing content, suspending or terminating accounts, and cooperating with law enforcement.
9. Third-party services and links
The Services may contain links to or integrations with third-party websites, services, or platforms (including app stores and payment processors). We do not control and are not responsible for third-party services. Your use of third-party services is subject to their own terms and privacy policies. We make no warranties regarding third-party services and are not liable for any loss or damage arising from your use of them.
10. Copyright and intellectual property complaints
If you believe that any content on the Services infringes your copyright or other intellectual property rights, please notify us at support@keelapp.co with sufficient detail to allow us to identify and investigate the material. We may remove or disable access to allegedly infringing material and, in appropriate circumstances, terminate the accounts of repeat infringers.
11. Termination
We may suspend or terminate your access to the Services or your account at any time, with or without notice, for any reason, including violation of these Terms, if we determine the Services are not appropriate for you, or for business, security, or legal reasons.
You may stop using the Services and request deletion of your account at any time by contacting support@keelapp.co or using available in-app controls. You remain responsible for canceling any active paid subscriptions through the applicable platform.
Upon termination, your right to use the Services ceases immediately. Provisions that by their nature should survive (including ownership, disclaimers, limitations of liability, indemnity, and dispute resolution) will survive termination.
12. Warranty disclaimers
13. Medical and clinical disclaimers (important)
14. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Vermilion Inc and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any third-party right; or (e) your conduct in connection with the Services.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate fully with us in the defense of any such claim.
15. Limitation of liability
16. Dispute resolution and arbitration
Agreement to Arbitrate. Except as otherwise provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the breach thereof, or the Services (including any claims related to privacy or data security) (collectively, “Disputes”) will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, rather than in court. You and Keel each waive the right to a jury trial and the right to participate in a class action, class arbitration, or other representative proceeding.
Exceptions. Either party may: (a) bring an individual action in small claims court; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or to address other irreparable harm.
Informal Resolution First. Before initiating arbitration, the party asserting a Dispute must first send a written notice describing the Dispute in reasonable detail and the relief sought to the other party (for notices to Keel: support@keelapp.co or by certified mail to the address below). The parties will attempt in good faith to resolve the Dispute informally for thirty (30) days. If not resolved, either party may commence arbitration.
Arbitration Process. The arbitration will be conducted by a single arbitrator. For claims of $25,000 or less, the arbitration may be conducted on the basis of documents only, without an in-person or oral hearing, unless the arbitrator determines otherwise. Hearings may be conducted by telephone or video conference. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Costs. For consumer arbitrations, filing fees and arbitrator costs will be allocated according to the AAA Consumer Arbitration Rules. Each party will bear its own attorneys’ fees unless the arbitrator determines that a claim or defense was frivolous or brought in bad faith.
Opt-Out. You may opt out of this arbitration agreement by sending written notice of your decision to opt out to support@keelapp.co within thirty (30) days of first accepting these Terms. The notice must include your full name, email address associated with your account (if any), and a clear statement that you wish to opt out of arbitration. Opting out of arbitration does not affect any other provisions of these Terms.
Severability of Arbitration Provisions. If any portion of this arbitration agreement is found unenforceable, the unenforceable portion will be severed and the remainder will continue in full force and effect. If a court determines that the class action waiver is unenforceable with respect to a particular claim, then that claim (and only that claim) must proceed in court and not in arbitration, and the remainder of the arbitration agreement will remain in effect.
This arbitration agreement is governed by the Federal Arbitration Act.
17. Governing law and venue
These Terms and any Dispute arising out of or relating to them or the Services will be governed by the laws of the State of Florida, without regard to its conflict of laws principles, except that the Federal Arbitration Act governs all matters relating to arbitration.
Subject to the arbitration provisions above, the state and federal courts located in Florida will have exclusive jurisdiction over any Dispute that is not subject to arbitration. You and Keel consent to personal jurisdiction and venue in those courts and waive any objection based on inconvenient forum.
18. Changes to the services and to these terms
We may modify, suspend, or discontinue any part of the Services at any time, with or without notice, for any reason, including to improve the Services, address technical or security issues, or comply with legal requirements. We are not liable for any modification, suspension, or discontinuation of the Services.
We may update these Terms from time to time. When we do, we will revise the “Last Updated” date. Material changes will be communicated by posting the revised Terms, by email, or by in-app notice where appropriate. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and cancel any active subscription.
19. General provisions
Entire Agreement. These Terms, together with the Privacy Policy and any other policies or terms expressly incorporated by reference, constitute the entire agreement between you and Keel regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
Waiver. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Keel to be effective.
Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms freely. These Terms will bind and inure to the benefit of the parties and their permitted successors and assigns.
No Third-Party Beneficiaries. Except as expressly provided (including with respect to Apple in Section 21), these Terms do not create any third-party beneficiary rights.
Force Majeure. We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control.
Language. These Terms are written in English. Any translation is provided for convenience only; the English version controls.
Electronic Communications. You consent to receive communications from us electronically and agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.
California Consumer Notice. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
20. Feedback
If you provide us with any feedback, suggestions, ideas, or other input regarding the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, adapt, publish, distribute, and otherwise exploit such Feedback for any purpose, without compensation or attribution to you. We are under no obligation to use any Feedback.
21. Apple ios minimum terms (custom eula)
The following additional terms apply if you access or use our mobile application on an Apple Inc. (“Apple”) branded device. These Terms constitute a custom end-user license agreement between you and Keel (not Apple) for purposes of Apple’s App Store terms.
- Acknowledgement. These Terms are concluded solely between you and Keel, not Apple. Keel, not Apple, is solely responsible for the app and its content.
- Scope of License. The license granted is limited to a non-transferable license to use the app on Apple-branded products that you own or control, as permitted by the App Store Terms of Service (including Family Sharing and volume purchasing where applicable).
- Maintenance and Support. Keel is solely responsible for any maintenance and support. Apple has no obligation to provide maintenance or support for the app.
- Warranty. Keel is solely responsible for any warranties, whether express or implied by law, to the extent not effectively disclaimed in these Terms. In the event of any failure of the app to conform to an applicable warranty, you may notify Apple and Apple will refund the purchase price (if any) for the app. To the maximum extent permitted by law, Apple will have no other warranty obligation with respect to the app.
- Product Claims. Keel, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession and/or use of the app, including product liability claims, claims that the app fails to conform to legal or regulatory requirements, and claims arising under consumer protection or similar legislation.
- Intellectual Property Claims. In the event of any third-party claim that the app or your possession and use of the app infringes a third party’s intellectual property rights, Keel, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of such claim.
- Legal Compliance. You represent and warrant that you are not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
- Contact. Questions, complaints, or claims with respect to the app should be directed to Keel at the contact information below.
- Third-Party Beneficiaries. Apple and its subsidiaries are third-party beneficiaries of these Terms and will have the right to enforce these Terms against you as a third-party beneficiary.
22. Contact information
If you have questions about these Terms or the Services, contact us at:
Email: support@keelapp.co
Postal:
Vermilion Inc
347 5th Ave Rm 1307
New York, NY 10016-5015
United States
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.