SimplyKept Terms of Service

SimplyKept, a service of Ethos Services LLC ("SimplyKept,” “Company," "we," "us,” or “our") · Mapleton, Utah · Effective Date: September 17, 2026

PLEASE READ THESE TERMS OF SERVICE (“Terms” or “Agreement”) CAREFULLY BEFORE SUBSCRIBING TO OR USING SIMPLYKEPT’S SERVICES. BY SUBSCRIBING, CREATING AN ACCOUNT, OR USING OUR SERVICES, YOU (“Customer,” “you,” or “your”) AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT SUBSCRIBE TO OR USE OUR SERVICES. THESE TERMS CONTAIN AN ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW SECTION 12 CAREFULLY.

1. Description of Services; No Warranty Product

SimplyKept is a subscription-based home maintenance service. For a monthly fee, we track and perform recurring maintenance tasks at your home—including, but not limited to, filter changes, battery replacements, light bulb replacements, drain maintenance, gutter cleaning, and other services specified in your selected service plan (collectively, the “Services”). Services are performed by a technician (“Service Providers”) assigned to your home. SimplyKept is a maintenance service only and is not a home warranty, insurance product, or guarantee. We work to keep your home systems in good operating condition, but we do not warrant, guarantee, or insure that maintained equipment will function without failure, and we do not pay to repair or replace equipment that fails for any reason, including failure despite proper maintenance.

The specific Services included in your subscription are set forth in your Service Plan, which is incorporated into these Terms by reference. Services may include, but are not limited to: (a) HVAC filter replacement; (b) smoke and carbon monoxide detector battery replacement; (c) light bulb replacement; (d) drain maintenance; (e) gutter cleaning; (f) water softener maintenance; (g) appliance cleaning; (h) seasonal maintenance tasks; and (i) general handyman services as described in Section 4. SimplyKept reserves the right to modify the available Services or Service Plans at any time, provided that any reduction in Services under your existing plan will not take effect until your next renewal period unless you consent to an earlier effective date.

Service Exclusions. The Services expressly exclude: (a) work requiring a licensed trade professional (including plumbing repairs, electrical work, HVAC repair, roofing, and structural work), which is addressed in Section 8; (b) emergency or after-hours services; (c) services outside the geographic service area; (d) hazardous material remediation (including asbestos, lead paint, mold, or biohazards); (e) pest control; (f) landscaping and lawn care (unless specifically included in your Service Plan); (g) pool and spa maintenance (unless specifically included in your Service Plan); (h) repairs or replacement of failed equipment; and (i) any services not expressly listed in your Service Plan.

2. Subscription Pricing

Your monthly subscription price (“Subscription Fee”) is determined during your initial intake walkthrough based on the Services you select and the counts of items in your home (e.g., number of filters, detectors, light fixtures), and is confirmed when you accept the quote.

Certain counts at intake may be based on your estimates (for example, detector and bulb counts). We will confirm exact counts during the detailed walkthrough or initial service visits. If actual counts differ materially from your estimates, we will provide you with a recalculated price, which will take effect upon your written or electronic approval.

Adding or removing Services from your plan will result in a corresponding adjustment to your Subscription Fee, effective as of the date of the change, subject to the seasonal services provisions in Section 5.

SimplyKept may increase Subscription Fees upon at least thirty (30) days' prior written notice to you. If you do not agree to a fee increase, you may cancel your subscription in accordance with Section 5 before the effective date of the increase.

3. Billing and Payment

Automatic Recurring Billing. By subscribing to SimplyKept, you authorize us to charge your designated payment method on a recurring monthly basis, in advance, for the Subscription Fee and any additional charges incurred under these Terms. You acknowledge and agree that your subscription involves automatic recurring payments and that such charges will continue until you cancel your subscription. Payments are processed through our third-party payment processor (currently Stripe, Inc.); SimplyKept does not store your full payment card number.

Supplies and Materials. Supplies consumed in performing your Services are handled as follows: (a) Included supplies: standard light bulbs, standard batteries, and other supplies designated as “included” in your Service Plan are included in your Subscription Fee at no additional charge; (b) Pass-through supplies: water-softener salt, specialty filters, pellets, propane, specialty bulbs, and other supplies designated as “pass-through” in your Service Plan are billed at our cost plus twenty percent (20%); and (c) Fuel: fuel for car gas top-off services is billed at cost with no markup.

One-Time Services. One-time handyman tasks ("Honey Didn't" jobs) and other quoted services outside your Service Plan are billed as performed at the price quoted before the work begins. Quotes for one-time services are valid for thirty (30) days unless otherwise specified.

Payment Failure. If a payment fails, we will attempt to process the payment again and notify you of the failure. If payment remains uncollected for fifteen (15) days after the original due date, we may, without liability: (a) suspend scheduled visits and Services until your account is brought current; (b) charge a late fee of the lesser of $25 or the maximum amount permitted by Utah law; and (c) pursue collection of amounts owed. You remain responsible for all amounts owed for Services already performed, including during any suspension period. Resumption of Services following suspension may be subject to a reinstatement fee.

Taxes. All fees are exclusive of applicable taxes. You are responsible for paying all sales, use, and other taxes imposed on the Services, excluding taxes based on SimplyKept’s income.

4. Included Handyman Time ("Honey Didn't" Hours)

Each subscription includes two (2) hours per month of general handyman labor (“Honey Didn’t Hours”) for minor household tasks, usable during scheduled service visits. Honey Didn’t Hours may be used for tasks within our Service Providers’ skill set and that do not require licensed trade work.

Unused Honey Didn’t Hours accumulate (“bank”) up to a maximum balance of four (4) hours. Banked hours: (a) have no cash value; (b) are not refundable or transferable; (c) may not be applied to materials, supplies, or pass-through costs; and (d) expire immediately upon termination or cancellation of your subscription, regardless of the reason for termination.

Materials required for Honey Didn’t tasks are not included in your Subscription Fee and will be billed at our cost plus twenty percent (20%), unless you elect to supply the materials yourself.

5. Subscription Term, Cancellation, and Refunds

Month-to-Month Term; Automatic Renewal. Your subscription is on a month-to-month basis and will automatically renew each month until cancelled by you or terminated by SimplyKept in accordance with these Terms. You may cancel your subscription or remove individual Services at any time by providing notice through your account portal, by email to support@simplykept.pro, or by other means we designate. Cancellation will be effective at the end of the then-current billing period, except as provided below for seasonal services.

Seasonal Services. Certain Services are seasonal in nature and are billed evenly across the year (for example, a fall gutter cleaning performed once annually but billed as part of your monthly Subscription Fee). If you cancel a seasonal service or your subscription after we have performed the seasonal work for that period, you remain obligated to pay the prorated cost of that seasonal service through the end of the seasonal billing cycle. We will provide you with the specific end date and remaining balance when you request cancellation.

Seasonal Service Refunds. Conversely, if you have been paying toward a seasonal service and you cancel that service or your subscription before the seasonal work is performed, we will refund the amounts you have paid toward that unperformed seasonal service within thirty (30) days of the effective cancellation date.

Effect of Cancellation. Upon cancellation or termination: (a) your final bill will include all Services performed through the effective date of cancellation, any outstanding amounts for seasonal services under this Section, and any other amounts owed under these Terms; (b) all unused Honey Didn’t Hours will expire without refund or compensation; (c) upon your written request, we will return any keys in our possession and delete stored access codes and credentials within fourteen (14) days; and (d) your access to the SimplyKept customer portal will be terminated.

Termination by SimplyKept. SimplyKept may terminate your subscription immediately upon written notice if: (a) you fail to pay any amounts owed within thirty (30) days after they become due; (b) you breach any material term of this Agreement and fail to cure such breach within fifteen (15) days after receiving written notice; (c) you engage in conduct that threatens the safety of our Service Providers or that we reasonably determine to be abusive, harassing, or unlawful; or (d) continuing to provide Services would, in our reasonable judgment, expose SimplyKept or its Service Providers to unacceptable risk. SimplyKept may also discontinue Services to your geographic area upon sixty (60) days’ prior notice, in which case any prepaid amounts for Services not performed will be refunded.

No Other Refunds. Except as expressly provided in this Section 5, all Subscription Fees and other charges are nonrefundable. Without limiting the foregoing, no refund or credit will be provided for: (a) partial months of service; (b) Services you elected not to use or schedule; (c) temporary service suspensions due to your payment failure; or (d) termination for cause by SimplyKept.

6. Property Access and Customer Responsibilities

Access Authorization. You authorize SimplyKept and its Service Providers to enter your property to perform the Services. At intake, you will select one of the following access modes: (a) Standing Access: You provide a code, lockbox combination, key, or other means of entry that permits us to service your home on scheduled route days, with advance notice of each visit; or (b) Confirmed Access: We propose a date and arrival window for each visit, and we will enter only after you confirm the appointment. By providing access credentials or authorizing entry, you represent and warrant that you have the legal right to authorize access to the property and that no other person’s consent is required, or that you have obtained all necessary consents.

Credential Security. Access codes, keys, lockbox combinations, and entry instructions you provide (“Access Credentials”) are stored using industry-standard encryption, disclosed only to Service Providers assigned to your home, and deleted within fourteen (14) days after your subscription ends or upon your earlier written request. SimplyKept maintains reasonable security measures to protect Access Credentials but is not liable for unauthorized access to your property resulting from circumstances beyond our reasonable control, including theft, hacking, or your disclosure of credentials to third parties.

Scheduling. Service visits occur on scheduled route days for your geographic area. We will provide advance notice of scheduled visits. If we must reschedule a visit, we will notify you as early as reasonably practicable. If you need to skip or reschedule a visit, please notify us before the scheduled visit day. Repeated missed visits due to access issues or lack of notice may result in forfeiture of the scheduled service for that period without refund or credit.

Customer Responsibilities. You are responsible for: (a) ensuring the property is in a safe, accessible condition for our Service Providers to perform the Services; (b) securing pets in a separate area during service visits; (c) informing us of any known hazards, security systems, cameras, or unusual conditions at the property; (d) providing accurate information about the equipment and systems we will service; (e) maintaining your payment method and account information current; and (f) promptly notifying us of any changes to your contact information or access arrangements. SimplyKept is not liable for any injury, damage, or inability to perform Services resulting from your failure to fulfill these responsibilities.

7. Service Providers and Background Checks

Service Provider Screening. Services are performed by SimplyKept employees or independent contractors (collectively, “Service Providers”). Prior to being assigned to customer homes, all Service Providers undergo a background screening process that includes a criminal background check. However, SimplyKept does not guarantee, warrant, or represent that any Service Provider is free from criminal history, will not engage in criminal or harmful conduct, or is suitable for any particular purpose. Background checks are a screening tool only and have inherent limitations, including the possibility of incomplete records, unreported conduct, and post-screening changes in circumstances. You acknowledge that background checks do not eliminate all risk and that SimplyKept’s screening process does not create any warranty, guarantee, or assumption of liability regarding Service Provider conduct.

Service Documentation. Service Providers may photograph serviced equipment and completed work for quality assurance and to maintain your service records. These photographs are stored with your account records, used for service documentation and internal training purposes, and are not used for marketing or promotional purposes without your separate written consent.

Independent Contractor Liability. Certain Service Providers may be independent contractors rather than employees of SimplyKept. While SimplyKept maintains general liability insurance covering its operations, independent contractor Service Providers are responsible for their own conduct, and SimplyKept’s liability for the acts or omissions of independent contractors is limited to the extent permitted by law. SimplyKept requires all independent contractor Service Providers to maintain their own liability insurance coverage.

8. Licensed Trades and Third-Party Vendors

Scope of SimplyKept Services. SimplyKept’s Services are limited to maintenance tasks that do not require a professional trade license under Utah law. When we identify a condition that requires a licensed professional (including, but not limited to, plumbing repairs, electrical work, HVAC repair, gas line work, roofing, and structural repairs), we will: (a) stop work on that item; (b) notify you of the condition and the need for licensed professional services; and (c) upon your request, refer you to or help coordinate a licensed third-party vendor.

Third-Party Vendor Referrals. SimplyKept may refer you to, or help coordinate services with, third-party licensed vendors whom we have vetted for appropriate licensing, insurance, bonding (where applicable), and background-checked personnel. However, all referred vendors are independent businesses, and their work is performed under their own terms of service, licenses, insurance policies, and warranties—not under these Terms. SimplyKept is not a party to any agreement between you and a referred vendor and assumes no liability whatsoever for the work, conduct, or omissions of any third-party vendor, including vendors we refer, recommend, schedule, or coordinate on your behalf.

Coordination Services. Certain Service Plans (such as Platinum-tier plans) may include vendor coordination services, where SimplyKept schedules, oversees, or facilitates work performed by third-party vendors on your behalf. Even when SimplyKept provides coordination or supervision services, the third-party vendor remains solely responsible for the quality, safety, and warranty of its own work. SimplyKept’s coordination role does not make SimplyKept a general contractor, agent, or guarantor of the vendor’s work, and does not expand SimplyKept’s liability beyond its own direct acts or omissions.

Vendor List. Access to SimplyKept’s list of vetted vendors is a benefit of your subscription and is provided solely as a referral service. Inclusion on our vendor list is not an endorsement, guarantee, or warranty of any vendor’s work, pricing, or suitability for your particular needs.

9. Limitation of Liability; Disclaimers; Indemnification

Standard of Care. SimplyKept will perform the Services with reasonable skill and care consistent with industry standards for home maintenance services. If we cause direct physical damage to your property while performing the Services, and you notify us in writing within fourteen (14) days of discovering such damage (but in no event later than sixty (60) days after the service visit during which the damage occurred), we will, at our sole option: (a) repair the damage; (b) replace the damaged item with a comparable item; or (c) compensate you for the fair market value of the damaged item, depreciated for age and condition. This remedy is your sole and exclusive remedy for property damage caused by SimplyKept.

Exclusions from Liability. SimplyKept is not responsible or liable for: (a) pre-existing conditions, latent defects, or deferred-maintenance failures; (b) damage arising from defects in equipment, appliances, or systems, including manufacturer defects; (c) conditions you did not disclose or to which you did not provide access; (d) failure of equipment or systems despite proper maintenance (SimplyKept is not a warranty or insurance product); (e) damage caused by third-party vendors, even if referred or coordinated by SimplyKept; (f) damage resulting from your failure to follow our recommendations; (g) normal wear and tear; (h) acts or omissions of persons other than SimplyKept Service Providers; (i) conditions caused by your negligence or misuse; or (j) any indirect, incidental, special, consequential, or punitive damages.

Notification vs. Repair Obligation. When we identify a condition requiring attention and recommend action (for example, a failing lighting fixture, a slow drain requiring a licensed plumber, or equipment approaching end-of-life), our sole obligation is to notify you of the condition and our recommendation. The decision whether to pursue repair or replacement, and all associated costs, are your sole responsibility. SimplyKept is not liable for any damage or loss resulting from conditions we identified and reported to you, regardless of whether you acted on our recommendation.

Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIMPLYKEPT’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU ACTUALLY PAID TO SIMPLYKEPT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500). THIS LIMITATION APPLIES REGARDLESS OF WHETHER SIMPLYKEPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Exclusion of Consequential Damages. IN NO EVENT SHALL SIMPLYKEPT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SIMPLYKEPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES TO ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SIMPLYKEPT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SIMPLYKEPT DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY EQUIPMENT OR SYSTEMS SERVICED BY SIMPLYKEPT WILL FUNCTION WITHOUT FAILURE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SIMPLYKEPT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Indemnification. You agree to indemnify, defend, and hold harmless SimplyKept, Ethos Services LLC, and their respective officers, directors, employees, agents, contractors, and affiliates (collectively, the “SimplyKept Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) your negligence or willful misconduct; (e) any dispute between you and a third-party vendor; (f) any claim by a third party arising from your property, including claims by co-owners, tenants, guests, or invitees; (g) any inaccurate or incomplete information you provide to SimplyKept; or (h) your failure to fulfill your responsibilities under these Terms. This indemnification obligation shall survive termination of these Terms.

Insurance. SimplyKept maintains commercial general liability insurance covering its operations. Certificates of insurance are available upon written request. SimplyKept’s maintenance of insurance does not expand or modify its liability under these Terms, and the existence of insurance coverage shall not be construed as an admission of liability or as a waiver of any limitation of liability set forth herein.

10. Communications and Electronic Consent

Electronic Communications. By subscribing to SimplyKept, you consent to receive communications from us electronically, including by email and, if you provide a mobile telephone number, by SMS/text message. Electronic communications may include: (a) service-related communications, such as visit notifications, arrival windows, service confirmations, receipts, account notices, and safety alerts (“Service Communications”); and (b) if you separately opt in, marketing and promotional messages (“Marketing Communications”). You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

Text Message Consent. By providing your mobile telephone number, you expressly consent to receive Service Communications via SMS/text message at that number, including messages sent using an automatic telephone dialing system. Message and data rates may apply. You may opt out of Service Communications texts at any time by replying STOP; however, opting out of text messages may require switching to email-only notifications, which may result in delayed notice of service visits. Your consent to receive Marketing Communications via text message, if given, is separate and may be withdrawn at any time without affecting your subscription.

Electronic Signatures and Agreement Acceptance. You acknowledge and agree that clicking “I Agree,” “Accept,” “Subscribe,” or similar buttons, checking acceptance boxes, or otherwise indicating acceptance through electronic means constitutes your electronic signature and manifests your intent to be bound by these Terms with the same legal effect as a handwritten signature. Records of your electronic acceptance will be maintained by SimplyKept and are admissible as evidence of your agreement.

11. Privacy and Data Collection

Personal Information. In connection with the Services, SimplyKept collects and processes personal information, including your name, address, contact information, payment information, property access credentials, service history, and photographs of serviced equipment. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, available at simplykept.pro/privacy, which is incorporated into these Terms by reference.

Data Practices. SimplyKept will not sell your personal information to third parties. We may share your information with: (a) Service Providers performing work at your property; (b) third-party service providers who assist with payment processing, communications, and business operations; (c) third-party vendors you request us to contact on your behalf; and (d) as required by law or legal process. You may request a copy of your personal information or request deletion of your data by contacting us at privacy@simplykept.pro, subject to our retention obligations under applicable law.

Data Retention. We retain your personal information for as long as your subscription is active and for a reasonable period thereafter for record-keeping, legal compliance, and dispute resolution purposes. Access Credentials are deleted within fourteen (14) days after your subscription ends or upon your earlier written request.

12. Dispute Resolution and Arbitration

Agreement to Arbitrate. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. You and SimplyKept agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and SimplyKept (collectively, “Disputes”) will be resolved exclusively through final and binding arbitration, rather than in court, except that: (a) either party may assert claims in small claims court in Utah County, Utah, if the claims qualify and remain in small claims court; and (b) either party may 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 confidential information.

Arbitration Procedures. Arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect. If AAA is unavailable, the parties shall mutually select an alternative arbitration provider, or if they cannot agree, a court shall appoint one. The arbitration shall be conducted by a single arbitrator in Utah County, Utah, or at another location mutually agreed by the parties. The arbitrator shall have exclusive authority to resolve all Disputes, including the arbitrability of any Dispute. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Arbitration Costs. Payment of arbitration fees shall be governed by the AAA’s Consumer Arbitration Rules. Each party shall bear its own attorneys’ fees and costs in connection with the arbitration, unless the arbitrator determines that a claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party.

CLASS ACTION WAIVER. YOU AND SIMPLYKEPT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative, class, or collective proceeding. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, and all Disputes shall be resolved exclusively in the state or federal courts located in Utah County, Utah.

30-Day Right to Opt Out. You may opt out of this arbitration provision by sending written notice of your decision to opt out to: SimplyKept, Attn: Arbitration Opt-Out, 224 S Main St, PMB 432, Springville, UT 84663, within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, you and SimplyKept may litigate Disputes in court, but all other provisions of these Terms will remain in effect.

13. Governing Law and Venue

These Terms and any Dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. To the extent that litigation is permitted under Section 12, you and SimplyKept irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Utah County, Utah, and waive any objection based on inconvenient forum.

14. Force Majeure

SimplyKept shall not be liable for any delay or failure to perform any obligation under these Terms if the delay or failure results from causes beyond SimplyKept’s reasonable control, including but not limited to: acts of God; natural disasters; epidemics or pandemics; war, terrorism, or civil unrest; government actions, orders, or restrictions; labor disputes or shortages; utility or telecommunications failures; supply chain disruptions; extreme weather conditions; or any other event that could not have been reasonably foreseen or prevented (each, a “Force Majeure Event”). During a Force Majeure Event, SimplyKept’s obligations shall be suspended to the extent affected, and the time for performance shall be extended by a period equal to the duration of the Force Majeure Event. Notwithstanding the foregoing, no Force Majeure Event shall excuse, delay, or otherwise affect Customer’s obligation to pay any amounts due under these Terms. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Services upon written notice without liability, except for amounts owed for Services already performed.

15. General Provisions

Modifications to Terms. SimplyKept reserves the right to modify these Terms at any time. We will provide at least thirty (30) days’ advance notice of material changes by email or through the customer portal. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must cancel your subscription before the effective date of the changes.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent, or if modification is not possible, severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision, which shall remain in full force and effect.

Entire Agreement. These Terms, together with your accepted Service Plan quote, the Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and SimplyKept with respect to the Services and supersede all prior or contemporaneous communications, representations, and agreements, whether oral or written, relating to the subject matter hereof.

Waiver. The failure of SimplyKept to enforce any right or provision of these Terms shall 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 SimplyKept.

Assignment. You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without SimplyKept’s prior written consent. SimplyKept may freely assign these Terms without your consent. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

No Third-Party Beneficiaries. These Terms are for the sole benefit of you and SimplyKept and do not confer any rights or remedies upon any third party, except that the SimplyKept Parties are intended third-party beneficiaries of the indemnification and limitation of liability provisions.

Survival. The provisions of these Terms that by their nature should survive termination shall survive termination, including but not limited to Sections 3 (Billing and Payment, as to amounts owed), 5 (Subscription Term, Cancellation, and Refunds, as to amounts owed and effect of cancellation), 9 (Limitation of Liability; Disclaimers; Indemnification), 11 (Privacy and Data Collection), 12 (Dispute Resolution and Arbitration), 13 (Governing Law and Venue), and 15 (General Provisions).

Headings. The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

16. Contact Us

For questions about these Terms or the Services, please contact us at: SimplyKept (a service of Ethos Services LLC), Mapleton, Utah; Email: support@simplykept.pro; Phone: (801) 900-5837.

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