These Terms of Use ("Terms") are a binding agreement between you ("you" or "user") and Crossing Cloud LLC, a Utah limited liability company ("Crossing Cloud", "we", "us", "our"). They govern your download and use of the Duly mobile application ("Duly" or the "App") and any associated services we provide, including any future Crossing Cloud-hosted backup or sync feature for Duly (together, the "Service").

By downloading, installing, or using Duly, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not install or use Duly.

If you are using Duly on behalf of an organization, you represent that you are authorized to bind that organization to these Terms, and "you" includes that organization.

These Terms include important provisions that limit our liability and, for users in the United States, contain a binding arbitration agreement and class action waiver in Section 14. Please read them carefully.


1. Who can use Duly

You may use Duly only if:

If you are a parent or guardian and you allow your child to use Duly, you are responsible for that child's compliance with these Terms.

2. License

Subject to your compliance with these Terms, Crossing Cloud grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

This license is granted to you, the end user, and not to your device or any other person. The license remains in force for as long as you comply with these Terms.

You may not, except as expressly permitted by applicable law:

3. App Store terms

When you download Duly from an App Store, the operator of that App Store has its own terms of service that govern that download (for example, Apple's Media Services Terms or Google's Google Play Terms of Service). Those terms are between you and that App Store operator. If there is a conflict between those App Store terms and these Terms, the App Store terms control with respect to that App Store operator's services, and these Terms control with respect to your relationship with Crossing Cloud.

For Duly distributed via the Apple App Store, the Apple-specific terms in Section 16 also apply.

4. Your data and content

4.1 Data you create in Duly

Duly is designed so that the reminders, tasks, completions, photos, notes, and asset records you create ("Your Content") live on your device by default. As between you and Crossing Cloud, Your Content remains yours. We do not claim ownership of Your Content.

You are responsible for Your Content — its accuracy, its legality, and any consequences of acting on the reminders or information in it.

4.2 Use of cloud features (when available)

If you choose to use a Crossing Cloud-hosted backup or sync feature in the future, you grant Crossing Cloud a limited license to store, transmit, and process the encrypted backup blob solely so we can store and return it to you. Because the backup is encrypted with a key we cannot read, our license is, in practice, the right to host an opaque blob on your behalf. We do not have the right to read, mine, or otherwise use the contents of Your Content.

4.3 Local-first responsibilities

Because Duly stores data on your device, you are responsible for:

We are not responsible for loss of data caused by device failure, OS-level backup misconfiguration, or your decision not to enable backups.

5. Privacy

Our collection and handling of personal information is described in our Privacy Policy at https://crossingcloud.dev/privacy. By using Duly, you acknowledge that you have read it.

In short:

6. In-app purchases and subscriptions

Some Duly features may be available for purchase. All purchases are processed through your platform App Store, not by Crossing Cloud directly.

6.1 One-time purchases (non-consumable)

If a feature is sold as a one-time purchase ("Pack"), you receive a perpetual, non-exclusive, non-transferable license to use that Pack on the App Store account that bought it, subject to these Terms. You can typically restore previous Packs by tapping "Restore Purchases" in Settings while signed in to the same App Store account.

6.2 Subscriptions (if offered)

If a feature is sold as a recurring subscription, the renewal terms, billing frequency, free trial period (if any), and cancellation rules will be displayed in the App and managed by your platform App Store. Cancellations and refunds for subscriptions are handled through your App Store account settings. Crossing Cloud does not have direct access to your billing information.

6.3 Refunds

Most refund requests are handled by the App Stores under their respective policies:

For paid app purchases (not in-app purchases) on Google Play, Google's policy entitles you to a refund within 48 hours of purchase regardless of these Terms. Apple's standard policies likewise govern refund eligibility on the App Store; the links above are the canonical request paths.

If you believe Crossing Cloud has charged you in error and the App Store cannot resolve it, contact us at [email protected] and we will work with you in good faith. Where required by law (for example, the EU/UK consumer right of withdrawal), you have additional rights that these Terms do not limit.

6.4 Price changes

We may change the price of Duly's Packs or subscriptions for new purchases. Changes do not retroactively affect a Pack you have already purchased. For auto-renewing subscriptions, the App Store will obtain your explicit consent before charging any price increase that requires consent under Apple's or Google's then-current rules. We will not bypass that opt-in flow.

7. Acceptable use

You agree not to:

We may, with or without notice, suspend or terminate your access to any Crossing Cloud-operated services (such as future cloud backup) if you materially breach this Section 7.

8. Beta features

From time to time, we may make features available on a "beta", "preview", or "experimental" basis. Beta features:

If you do not want to use beta features, do not opt into them when prompted.

9. Updates and changes to Duly

We may update Duly to fix bugs, add features, change features, or improve security. Updates are delivered through the App Stores. Some updates may be required for the App to continue functioning safely.

We may also discontinue features or the entire App, in our reasonable discretion. If we permanently discontinue any paid feature you have purchased, we will use commercially reasonable efforts to provide a refund or comparable replacement, in coordination with the relevant App Store where applicable.

10. Trademarks and feedback

"Duly", "Crossing Cloud", and our logos are trademarks of Crossing Cloud LLC. You may not use them without our prior written permission, except for fair, non-misleading nominative use (e.g. "I use Duly to manage my home reminders").

If you send us feedback or suggestions about Duly, you grant us a perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to use that feedback for any purpose, including incorporating it into Duly. Don't send us anything you consider confidential.

11. Third-party services and links

Duly may interact with third-party services such as the App Stores' payment systems, your device's notification system, or sites we link to (for example, our website). We are not responsible for those third-party services. Their terms and privacy policies apply.

12. Disclaimers

EXCEPT WHERE LIMITED BY APPLICABLE LAW, DULY AND ANY ASSOCIATED CROSSING CLOUD-OPERATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". CROSSING CLOUD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:

Duly is a reminder app, not a substitute for professional advice. Where Duly suggests reminders related to financial or rental property administration, those suggestions are general scaffolding only and are not legal, tax, financial, or other professional advice. You are responsible for confirming that any deadline you act on is correct and applicable to your situation.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply only to the maximum extent permitted by law, and your statutory consumer rights are not affected.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

These limits apply on an aggregate basis to all claims, regardless of the legal theory, and apply even if a limited remedy fails of its essential purpose.

If you are a consumer in a jurisdiction (such as the EU or UK) whose law gives you mandatory rights that cannot be waived by contract, those rights are not affected by this Section 13. We do not exclude or limit liability for death or personal injury caused by our negligence, for fraud, or for anything else that cannot be limited under applicable law.

14. Governing law and disputes (US users)

This Section 14 applies if you are resident in the United States. EU/UK consumers, see Section 15.

14.1 Governing law

These Terms are governed by the laws of the State of Utah, USA, excluding its conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

14.2 Informal resolution

Before filing any claim, you agree to first contact us at [email protected] and give us 30 days to try to resolve the dispute informally. We will do the same before initiating any claim against you.

14.3 Binding arbitration

If we cannot resolve the dispute informally, you and Crossing Cloud agree that any dispute, claim, or controversy arising out of or relating to Duly or these Terms (a "Dispute") will be resolved by binding individual arbitration, administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, except that:

The arbitration will be conducted in Salt Lake City, Utah, or, at your option, by remote/video hearing. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

14.4 Class action waiver and mass arbitration

(a) Class action waiver. YOU AND CROSSING CLOUD EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

(b) Mass arbitration. If 25 or more similar claims are asserted against Crossing Cloud by or with the assistance of the same law firm or coordinated group within a 60-day period, the parties agree that those claims will be administered by AAA under the AAA's Mass Arbitration Supplementary Rules then in effect, including the consolidated initiation-fee structure that took effect January 15, 2024.

14.5 30-day opt-out

You may opt out of Section 14.3 (Binding arbitration) and Section 14.4 (Class action waiver and mass arbitration) by sending a written notice to [email protected], or by mail to Crossing Cloud LLC, 2720 S W Temple St #1023, South Salt Lake, UT 84115, USA, with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms. Your notice must include your name and the email address you would like us to use for future correspondence about disputes. If you opt out, the rest of these Terms still apply, and disputes will be heard in the courts in Section 14.6.

14.6 Court venue (if arbitration does not apply)

If a Dispute is not subject to arbitration under this Section 14 (for example, if you opt out, or a court finds the arbitration agreement unenforceable in your case), you and Crossing Cloud agree to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah, USA, for that Dispute. Each party waives any objection to venue or forum non conveniens in those courts.

15. EU/UK consumer terms

If you are a consumer resident in the European Economic Area, the United Kingdom, or Switzerland, then notwithstanding Section 14:

16. Apple-specific terms (App Store distribution)

The following additional terms apply if you obtained Duly from the Apple App Store:

17. Security disclosures

If you discover a security vulnerability in Duly or in any Crossing Cloud-operated service, please email [email protected] with a description and, where possible, steps to reproduce. We commit to acknowledging the report within five business days, working with you in good faith, and not pursuing legal action against good-faith researchers who:

18. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will:

If you continue to use Duly after a change becomes effective, that constitutes acceptance of the changed Terms. If you do not agree to a change, your remedy is to stop using Duly.

19. Termination

You may stop using Duly at any time by uninstalling it. We may terminate or suspend your access to any Crossing Cloud-operated services (such as future cloud backup) if you materially breach these Terms or if we are required to do so by law.

The following sections survive termination: Section 4 (in full), Section 10 (feedback license), Section 12 (Disclaimers), Section 13 (Limitation of liability), Section 14 (Disputes), Section 15 (EU/UK consumer terms), Section 16 (Apple-specific terms), Section 17 (Security disclosures), and Section 19 itself.

20. Miscellaneous

21. Contact

Questions about these Terms? Email [email protected].

For privacy questions, see the Privacy Policy or email [email protected].

For security disclosures, email [email protected].