Terms of Service

1. The Software

Keeply is a desktop application that provides visual version control for project files. It runs locally on your computer and stores all project data on your local device or NAS. Keeply does not operate a user account service — software activation is handled through a License Key mechanism, with the license bound to devices you explicitly designate.

2. License Grant

The Software is licensed, not sold. Keeply grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on any computer where you are the primary user, solely for your internal business or personal purposes.

This Agreement does not convey any ownership, regardless of the use of terms such as "purchase," "sell," or "buy" on our website, in communications, or in third-party checkout flows.

3. Licensing Plans

3.1 Free Plan

The Free plan provides full version control functionality, unlimited users, free forever. The Free plan does not include team management features (such as member management, permission controls, team activity logs). The Free plan is provided "as is" without service level commitments or guaranteed technical support.

Keeply reserves the right to modify the features or availability of the Free plan at any time.

3.2 Team Subscription Plan

The Team plan uses flat-rate pricing (not per-seat):

• Monthly: $25/month
• Annual: $250/year

One price, no per-seat charges. Includes all Free plan features plus: member management & permissions, team activity log, priority technical support.

Subscriptions auto-renew at the end of each billing cycle unless canceled. Cancellation takes effect at the end of the current billing cycle — you can continue using the service until then. Subscription fees are non-refundable except as described in Section 4.

3.3 Perpetual License (Early Access Limited Offer)

A perpetual license is available at $599 as an Early Access limited offer, limited to 500 copies. One-time payment, use forever.

3.4 Perpetual Fallback License (Safety Net After One Year)

After subscribing to the Team plan for 12 consecutive months, if you choose to cancel, you may permanently use the version available on the day of cancellation (Perpetual Fallback License). After cancellation, you will not receive any further updates (including feature updates and bug fixes). To get the latest features, simply resubscribe anytime.

Condition: 12 consecutive months of subscription without interruption or outstanding payments. If cancelled or interrupted mid-cycle, the 12-month accumulation period resets.

3.5 Definitions

"Team Vault" means a shared storage location — including but not limited to a Network Attached Storage (NAS) device, file server, self-hosted Git server, or cloud-hosted Git remote repository — designated as the central collaboration point. A Team Vault is identified by a unique location token generated by the Software and stored within the repository.

"Vault Location" means the logical location marker associated with a Team Vault, derived from the repository's embedded location token and/or the normalized remote URL. Vault Locations are classified into the following types:

• (a) "Canonical" means the Vault Location designated as the source of truth for team versions; exactly one (1) per Team Vault;
• (b) "Shared Mirror" means a Vault Location that is a full snapshot synchronized from the Canonical and shared across the team; at most one (1) per Team Vault;
• (c) "Release" means a version snapshot produced from the Canonical at a specific point in time; unlimited in number;
• (d) "Clone" means a local working copy derived from the Canonical on a member's device; unlimited in number.

The data form of a Vault Location may be selected at creation time: "Standard mode" allows direct browsing and editing of the Canonical via the file explorer, and the Canonical may be modified by any user with access to that folder; "Protected mode" uses a protected repository format, where the Canonical contents may only be modified through the Software interface and destructive history-changing operations are rejected. Both Standard and Protected modes are available on the Free and Team plans. Personal workflows (version history, file diff, Release publishing, unlimited users, etc.) are identical between the two plans; the Team plan's distinguishing features are team governance tools, not increased capacity or additional locations.

3.6 Vault Location Rules

Changes to a Shared Mirror Location are subject to the following (applicable only to the Team plan):

• (a) A cool-down period of seven (7) days from the most recent change taking effect (a period during which no further changes may be made);
• (b) No more than six (6) changes within any rolling 365-day period;
• (c) Migration of repository data (including the embedded location token) to new storage hardware does not constitute a Shared Mirror Location change, provided the location token remains unchanged.

When a Shared Mirror Location has not been accessed for ninety (90) consecutive days, the Software will notify the admin, but will not automatically release the location.

Vault Location changes on the Free plan are not subject to cooldowns or annual limits; the foregoing limits apply to the Team plan only.

3.7 License Scope

每組授權僅供單一法律實體（公司、合夥、獨資或同等組織）及其授權承包商使用。多個無關之法律實體不得共享單一授權，即使其共用實體儲存設施亦同。

3.8 Fair Use

Keeply plans are designed for use by a single organization's team. "Organization" means a company or legal entity and its employees, consultants, and contractors. Users shall not: (a) Share license keys or credentials with unauthorized third parties; (b) Artificially circumvent Vault Location limits by routing multiple independent teams through a single storage location; (c) Resell, sublicense, or redistribute access to the Software or any Vault.

If we detect usage patterns significantly exceeding expected norms (e.g., team size exceeding 10× the plan average), we may contact you to discuss a more suitable plan. Our goal is to find the right fit, not to penalize growth.

4. Payment, Refunds & Paddle

4.1 Merchant of Record

Our checkout process is operated by Paddle.com. Paddle is the Merchant of Record for all our orders, handling payment processing, invoicing, tax calculation and remittance, and billing-related customer support.

When you purchase a license, your transaction is with Paddle, not directly with Keeply. The Software is licensed to you by Keeply; it is sold to you by Paddle.

Your purchase is also subject to Paddle Buyer Terms and Paddle Refund Policy.

4.2 Refund Policy

After 30 days, refunds are handled according to Paddle's refund policy and applicable consumer protection laws. EU/EEA/UK residents have a 14-day statutory right of withdrawal; Taiwan residents may have a 7-day inspection period under consumer protection law.

For billing inquiries and refunds, contact Paddle (paddle.com/contact) or hello@null.keeply.work.

4.3 Price Changes

We may change pricing with at least 30 days' written notice before the change takes effect. Price changes apply at the next renewal.

4.4 Taxes

Paddle as MoR is responsible for calculating, collecting, and remitting all applicable sales tax, VAT, and GST.

5. Use Restrictions

You agree not to:

1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, unless expressly permitted by applicable law
2. Copy, distribute, sublicense, rent, lease, or lend the Software or license keys
3. Modify, adapt, translate, or create derivative works
4. Remove or alter any proprietary notices
5. Circumvent or disable any license verification or security features
6. Publicly share or publish license keys
7. Use the Software to provide hosting services to third parties
8. Use the Software for any illegal purpose

6. Intellectual Property

The Software and all copies, modifications, and derivative works are the exclusive property of Keeply and its licensors. The Software includes open-source components licensed under their respective licenses.

7. Data Privacy and Activity Logs

你對本軟體的使用亦受我們的隱私權政策約束。我們不存取、收集、儲存或傳輸你的專案檔案或其內容。

8. Warranty Disclaimer

The Software is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Data & File Disclaimer: The Software interacts with your local files and storage devices. You are solely responsible for maintaining adequate backups of all files and data. Keeply is not liable for any file loss or corruption arising from use of the Software.

9. Limitation of Liability

To the maximum extent permitted by applicable law: Keeply shall not be liable for any indirect, incidental, special, consequential, or punitive damages. Keeply's total cumulative liability shall not exceed the amount you actually paid in the 12 months preceding the event giving rise to the claim, or $100, whichever is greater.

10. Term & Termination

This Agreement takes effect from your first use of the Software and continues until terminated. You may terminate this Agreement at any time by deactivating the software license and removing all local Keeply data (including but not limited to project repositories, activity logs, shadow backups, and license files). Deactivation methods include: (a) using the "Deactivate License and Remove Local Data" function within the Keeply application; or (b) uninstalling Keeply from your system and manually deleting the local Keeply data directory.

We may revoke your license if you breach this Agreement. Upon termination, Perpetual License holders and Perpetual Fallback License holders retain the right to use their respective versions, but will no longer receive updates.

Sections 5, 6, 8, 9, 11, and 12 survive termination.

11. Governing Law & Disputes

This Agreement is governed by the laws of the Republic of China (Taiwan), excluding CISG. Disputes shall first be negotiated for 30 days; if unresolved, submitted to the Taipei District Court, Taiwan. This section does not limit your statutory rights under consumer protection laws.

12. General Provisions

Entire Agreement. This Agreement, together with the Privacy Policy and Paddle Buyer Terms, constitutes the entire agreement.

Severability. If any provision is unenforceable, the remaining provisions remain in effect.

Assignment. You may not assign this Agreement. Keeply may assign in the event of a merger, acquisition, or asset sale.

Amendments. Material changes will be notified 30 days in advance. Users on fallback versions may continue under prior terms.

Language. This Agreement is drafted in English; in case of conflict with translations, the English version prevails.

13. Contact

Email: hello@null.keeply.work

Website: keeply.work