Terms of service.
Effective Date: September 13, 2026
Last Updated: September 13, 2026
Part I: The Agreement
1. Parties and Scope
These Terms of Service (the "Terms") are a binding agreement between Keep The Fees LLC, a Florida limited liability company ("KTF," "we," "us"), and the business entity or individual that registers for or uses the Services (the "Shop," "you").
The Services include the KTF web application, mobile applications, application programming interfaces, and the keepthefees.com website, together with all features, tools, and functionality made available through them.
These Terms govern the relationship between KTF and the Shop. The Shop's own clients, customers, employees, and independent contractors are not parties to these Terms and acquire no rights under them.
2. Definitions
"Aggregated Data" means data derived from Shop Data, Client Data, or Artist Data that (a) is combined with data from no fewer than five (5) distinct Shops, (b) has had direct identifiers removed, (c) is maintained and presented in a form that does not identify, and could not reasonably be used to identify, any individual Shop, client, or artist, and (d) excludes all Health Information. KTF does not derive Aggregated Data from Health Information for any purpose.
"Health Information" means information about an individual's physical or mental health, medical history, medications, allergies, conditions, treatment, or diagnoses, including such information collected through intake, consent, waiver, or medical-history forms administered through the Services.
"Artist Data" means personal information about the Shop's employees and independent contractors that is entered into or generated by the Services.
"Client Data" means personal information about the Shop's clients that is entered into or generated by the Services, including contact details, appointment history, and the content of forms the Shop administers.
"Connected Service" means a third-party product or service the Shop elects to enable or connect to the Services, including payroll, accounting, and financing providers.
"Order Form" means the plan selection, pricing, and subscription terms accepted by the Shop at registration or subsequently.
"Shop Data" means business and operational data relating to the Shop's use of the Services, including payment processing volume, transaction counts and values, average ticket size, service mix, appointment and cancellation rates, staffing levels, inventory, and product usage.
3. Acceptance and Authority
3.1 Acceptance. The Shop accepts these Terms by clicking to accept them at registration or when presented within the Services. Where a person accesses or uses the Services without having clicked to accept, that access is also subject to these Terms.
3.2 Authority. If you accept on behalf of a business entity, you represent that you are at least eighteen (18) years of age and have authority to bind that entity, and "Shop" refers to that entity.
3.3 Record. KTF records each acceptance, including the accepting user, timestamp, version accepted, and IP address.
If you do not agree to these Terms, you may not access or use the Services.
4. Order of Precedence
Where a conflict exists between documents governing the relationship, precedence is determined by subject matter:
1. Applicable law controls in all events.
2. The KTF Data Processing Addendum controls conflicts concerning the processing of personal data.
3. A product-specific addendum controls conflicts concerning the feature it addresses.
4. The Order Form controls conflicts concerning the commercial terms it specifies, including fees, plan, seats, and locations. Where more than one Order Form exists, the most recent controls the terms it specifies.
5. These Terms control all other conflicts.
A document departing from these Terms must expressly identify what it changes; general language does not displace a specific provision of these Terms.
These Terms, the Order Form, any product-specific addendum, the KTF Data Processing Addendum, the KTF Privacy Policy, and the KTF Data Policy constitute the agreement between the parties with respect to the Services. This section governs interpretation; no other provision may be read to displace it.
These Terms supersede and replace all prior versions of KTF's terms of service or terms and conditions, and the terms and conditions of any prior agreement, payment authorization form, or enrollment document between KTF and the Shop concerning the Services, whether accepted online, on paper, or otherwise. On acceptance of these Terms, those prior terms cease to have effect, including any prior pricing commitment or prior fee-change notice period, which are replaced by Sections 11 and 12.
Any payment authorization previously given by the Shop remains in full force. The Shop's authorization for KTF to charge its designated payment method survives this supersession and continues to apply to fees as determined under these Terms.
The Order Form referenced in this Section means an Order Form issued or accepted on or after the effective date of these Terms.
A Connected Service agreement is a separate contract between the Shop and a third party. It is not subordinated to these Terms, and nothing in these Terms modifies it. Where a Connected Service agreement conflicts with these Terms, each governs the relationship it was made under.
Part II: The Services
5. License, Accounts, and Users
5.1 License grant. Subject to these Terms and payment of applicable fees, KTF grants the Shop a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the subscription term, solely for the Shop's own internal business purposes.
5.2 Accounts. The Shop is responsible for maintaining the confidentiality of account credentials and for all activity occurring under its account, whether or not authorized. The Shop will notify KTF promptly of any suspected unauthorized access.
5.3 Users. The Shop may permit its employees and independent contractors to access the Services as authorized users. The Shop is responsible for their compliance with these Terms. Credentials may not be shared, and a single account may not be used to serve multiple shops or locations not identified on the Order Form.
6. Free Trial
KTF may offer a free trial of the Services for a period specified at registration. At the end of the trial period, the Shop's subscription will convert to a paid subscription at the rates on the Order Form unless the Shop cancels before the trial ends. KTF has no obligation to retain data associated with a trial that does not convert. Where a trial has generated signed forms or messaging consent records, the Shop may request an export of them before the trial ends or within thirty (30) days after it ends, on the terms in Section 43.1.
7. Acceptable Use
The Shop will not, and will not permit any third party to:
(a) use the Services in violation of any applicable law or regulation;
(b) use the Services to transmit malicious code, or to interfere with the performance, availability, integrity, or security of the Services;
(c) engage in fraudulent activity, including submitting false transactions, processing transactions for another business, or misrepresenting the nature of the Shop's business;
(d) upload or transmit content that is unlawful, infringing, or that the Shop lacks the right to provide;
(e) use the Services as general-purpose file storage, or to store or process data bearing no relationship to the Shop's use of the Services.
KTF may suspend access immediately and without notice where it reasonably suspects fraud, unlawful activity, or a threat to the security of the Services or other customers.
8. Shop Obligations
The Shop will:
(a) provide accurate, current, and complete business information at registration and keep it updated;
(b) cooperate promptly with know-your-customer and know-your-business verification requests, including requests originating from KTF's payment, banking, or payroll partners, and provide requested documentation;
(c) maintain all licenses, permits, registrations, and health-department authorizations required to operate its business;
(d) be solely responsible for the content, adequacy, and legal sufficiency of any consent, waiver, release, intake, or medical-history form it administers through the Services, and for obtaining all consents required from its clients and personnel;
(e) comply with all laws applicable to its business, including those governing bodily-art establishments, minors, recordkeeping, and employment.
9. Changes to the Services
9.1 Changes. KTF may modify, add, or discontinue features of the Services at any time. KTF does not guarantee uninterrupted or error-free availability of the Services.
9.2 Material reduction in core functionality. If KTF permanently discontinues a core function of the Services identified on the Shop's Order Form, and does not replace it with materially equivalent functionality, KTF will give the Shop at least thirty (30) days' notice. The Shop may then terminate its subscription on notice to KTF and receive a prorated refund of prepaid fees for the remainder of the then-current term. This is an exception to Section 14.
9.3 Beta and preview features. KTF may make features available on a beta, preview, or early-access basis. Those features are provided as is, may be modified or withdrawn at any time, and are excluded from Section 9.2 and from any service commitment in these Terms. KTF's obligations under Section 18 (Security), Section 19 (Confidentiality), Section 17 (Client Data and Artist Data), and the Data Processing Addendum apply to beta and preview features that process real customer data.
10. APIs, Webhooks, and Outbound Data
10.1 APIs. Where KTF makes application programming interfaces available, use is subject to KTF's then-current API documentation, rate limits, and authentication requirements. KTF may modify, throttle, deprecate, or discontinue any API on reasonable notice, and may revoke API credentials immediately for abuse or for use that threatens the stability or security of the Services.
10.2 Webhooks. The Services may allow the Shop to configure webhooks or other outbound integrations that transmit data to an endpoint the Shop designates. Configuring an endpoint is the Shop's instruction and authorization for KTF to transmit data to it.
10.3 Shop responsibility for endpoints. The Shop is solely responsible for the security, availability, and configuration of any endpoint it designates; for verifying the authenticity and integrity of payloads it receives, including validating any signature KTF provides; and for the storage, use, disclosure, and protection of all data delivered to that endpoint. The Shop is responsible for ensuring that transmission of Client Data or Artist Data to its endpoint complies with applicable law and with any consents it is required to obtain.
10.4 No delivery guarantee. KTF does not guarantee the delivery, ordering, timeliness, completeness, or retry of any webhook or outbound event, and does not warrant that any endpoint will receive every event or that any event will be received only once. Events may be delayed, duplicated, delivered out of order, or not delivered at all. The Shop is solely responsible for reconciliation, for detecting missed or duplicated events, and for the consequences of acting or failing to act on them, including any payment, payout, booking, or accounting decision the Shop makes in reliance on webhook data. KTF is not liable for any loss arising from a missed, delayed, duplicated, or misdelivered event.
10.5 KTF's responsibility ends on delivery. KTF's responsibility for data transmitted to a Shop-designated endpoint ends on transmission. KTF is not liable for any loss, disclosure, misuse, corruption, or unavailability of data after it leaves the Services, or for any act or omission of any system, vendor, or person the Shop connects to.
10.6 Suspension of endpoints. KTF may throttle, suspend, or disable any endpoint or integration that fails repeatedly, is unreachable, generates excessive errors, or threatens the stability, performance, or security of the Services, with or without notice.
Part III: Fees and Billing
11. Fees and Payment
11.1 Fees. The Shop will pay the fees set out on the Order Form. Subscriptions are offered on a monthly or annual basis and are billed in advance of each billing period.
11.2 Payment method. The Shop authorizes KTF to charge its designated payment method for all fees when due, including on each renewal, and to update payment method details through card-updater services. KTF will notify the Shop at least ten (10) days in advance of any charge that materially exceeds the Shop's most recent regular charge, other than usage-based charges reflecting the Shop's own usage.
11.3 Usage and add-on charges. Certain features carry additional or usage-based charges, including payroll processing, instant funding, and messaging. These are billed in arrears in the period following use unless otherwise stated.
11.4 Taxes. Fees are exclusive of taxes. The Shop is responsible for all sales, use, and similar taxes arising from its purchase of the Services, excluding taxes on KTF's income. KTF may collect and remit any tax it is required to collect, and may add it to the Shop's invoice. Where the Shop claims an exemption, it must provide valid documentation before the exemption is applied.
11.5 Failed payments. If a charge is declined, KTF may retry, and the Shop remains responsible for the amount due. KTF may, at its discretion, charge a late fee on past-due amounts at a rate not exceeding the maximum permitted by applicable law. KTF is under no obligation to charge a late fee, and declining to charge one on any occasion does not waive the right to charge one later.
12. Changes to Fees
12.1 Price changes. KTF may change the fees for the Services at any time upon thirty (30) days' notice to the Shop. A fee change takes effect at the start of the Shop's next billing period beginning after the notice period ends. Continued use of the Services on or after the effective date constitutes acceptance of the changed fees.
12.2 Right to cancel. A Shop that does not accept a fee change may cancel its subscription before the effective date of the change, in which case the change will not apply and the subscription will end at the conclusion of the then-current billing period.
12.3 Pass-through costs. Charges that KTF does not control (including interchange and card network assessments, processor and gateway costs, contractor payment provider fees, carrier messaging and registration fees, and marketing services provider costs) may change without the thirty (30) day notice period in Section 12.1, and KTF may pass those changes through as incurred. KTF will notify the Shop of a pass-through change as soon as reasonably practicable and, where the change is within KTF's advance knowledge, before it takes effect.
12.4 Notice. Notice under this Section may be given by email to the Shop's account email address, by in-application notice, or both.
13. Term, Renewal, and Cancellation
13.1 Term. The subscription begins on the date the Shop's paid subscription commences and continues for the period stated on the Order Form.
13.2 Automatic renewal. The subscription renews automatically for successive periods of the same length unless the Shop cancels before the end of the then-current period.
13.3 Cancellation. The Shop may cancel at any time through the Services or by contacting KTF at [email protected]. Cancellation takes effect at the end of the then-current billing period. The Shop retains access to the Services through that date.
14. No Refunds
All fees are non-refundable. KTF does not provide refunds, credits, or proration for partial billing periods, unused time, downgrades, or periods during which the Shop did not use the Services, except as expressly provided elsewhere in these Terms or required by law. The following are exceptions to this Section:
(a) termination by the Shop under Section 9.2 (material reduction in core functionality);
(b) termination by the Shop under Section 48.4 (extended force majeure);
(c) termination by the Shop under Section 47.3 (declining a material change to these Terms);
(d) termination by the Shop under Section 42.2 (KTF's uncured material breach), or by KTF for convenience under Section 42.4, or under Section 42.3 solely at the direction of a payment, banking, or regulatory partner;
(e) restoration of messaging credits under Section 31.1;
(f) credit of an instant funding fee under Section 35.12; and
(g) correction of a billing error.
15. Suspension for Non-Payment
KTF may suspend access to the Services at any time while any amount is past due. Suspension is a right, not an obligation; KTF is under no obligation to suspend, to give notice before suspending, to attempt collection first, or to suspend at any particular time, and any forbearance is not a waiver of KTF's right to suspend later. Suspension does not relieve the Shop of the obligation to pay amounts already due. Subscription fees continue to accrue during suspension because KTF continues to preserve the Shop's account and data; usage-based charges do not accrue during suspension. KTF may terminate the subscription at any time while amounts remain unpaid, after which fees stop accruing and Section 43 governs the Shop's data.
Part IV: Data
16. Shop Data and Aggregated Data
16.1 Use of Shop Data. KTF may collect, store, use, analyze, and process Shop Data for any lawful business purpose, including operating, maintaining, securing, and improving the Services; developing new products, features, and services; training and improving machine learning and artificial intelligence models; benchmarking; research; and analytics.
16.2 Aggregated Data. The Shop grants KTF a perpetual, irrevocable, worldwide, royalty-free license to create Aggregated Data from Shop Data, Client Data, and Artist Data. KTF may use, retain, reproduce, modify, disclose, publish, license, sell, and otherwise commercialize Aggregated Data for any purpose, without restriction and without further notice to or consent from the Shop, including for industry reporting and benchmarking, product development, marketing and promotional claims, advertising, and licensing to third parties.
Aggregated Data is not personal information and does not identify any Shop, client, or artist. KTF does not create Aggregated Data from Health Information, and no Health Information is used, licensed, sold, or disclosed under this Section.
16.3 Limits on Aggregated Data. KTF will not disclose Aggregated Data in any form that identifies the Shop, any client of the Shop, or any individual, and will not attempt to re-identify individuals or Shops from Aggregated Data. No statistic derived from Aggregated Data will be published or disclosed unless it draws on data from no fewer than five (5) distinct Shops. That threshold is a minimum and not a sufficient condition: KTF will also consider whether the combination of attributes, small cell sizes, outliers, or time or location specificity could reasonably permit a recipient to identify a Shop or an individual, and will withhold or further generalise the output where they could. KTF will contractually require any recipient of Aggregated Data to maintain it in deidentified form and to refrain from attempting re-identification.
16.4 Survival. KTF's rights in Aggregated Data under Section 16.2 are perpetual and irrevocable and survive termination of these Terms, and KTF has no obligation to delete or cease using Aggregated Data upon termination. KTF's licence to process Shop Data, Client Data, and Artist Data under Section 16.1 is not perpetual and ends on termination, subject to Section 43. The restrictions in Sections 17 and 19 control over this Section where a record is both Shop Data and personal or confidential information.
16.5 Ownership. As between the parties, the Shop retains ownership of Shop Data, Client Data, and Artist Data. KTF owns the Aggregated Data it creates under the license in Section 16.2, together with all analyses, models, insights, and derivative works created from it. KTF's ownership of those derivative works does not transfer ownership of the underlying Shop Data, Client Data, or Artist Data.
17. Client Data and Artist Data
17.1 Ownership and role. As between the parties, the Shop owns and controls Client Data and Artist Data. KTF processes such data solely as a service provider on the Shop's behalf.
17.2 Permitted use. KTF will process Client Data and Artist Data only to provide, support, secure, and maintain the Services, and as otherwise instructed by the Shop, except that KTF may create Aggregated Data as permitted in Section 16.
17.3 No sale or sharing. KTF does not sell Client Data or Artist Data in identifiable form, and does not share it for cross-context behavioral advertising, as those terms are defined under applicable privacy law. KTF does not sell or license Health Information, does not use or disclose it for advertising, and does not use or disclose it for any purpose unrelated to providing the Services. This does not restrict KTF from engaging service providers under Section 17.4 to process Health Information on KTF's documented instructions in order to provide the Services. This Section applies to Client Data and Artist Data in identifiable form; Aggregated Data, which excludes Health Information and identifies no individual, is governed by Section 16.
17.4 Service providers. KTF engages third-party service providers to deliver, support, secure, and improve the Services, and may disclose Client Data and Artist Data to them for those purposes. Such providers include, without limitation, providers of payment processing; business financing; marketing and communications; payroll services; cloud hosting and infrastructure; transactional messaging delivery; analytics and error monitoring; and customer support tooling. KTF requires each such provider to maintain confidentiality and data protection obligations no less protective than those in this Section, and KTF remains responsible for those providers' performance of those obligations to the extent set out in the Data Processing Addendum.
17.5 Services the Shop selects. Where the Shop enables, connects, or contracts with a third-party service, that service operates under its own terms and is not a KTF service provider for the purposes of Section 17.4. KTF is not responsible for such a service's acts, omissions, availability, performance, security, or handling of data, and the Shop is responsible for its selected recipients' use of data after authorized delivery, except to the extent a loss results from KTF's own breach of these Terms.
17.6 Regulated providers. A payment, banking, financing, or messaging provider that acts for its own regulatory purposes does so as an independent party. KTF is not responsible for its determinations or conduct in that capacity.
17.7 Shop responsibility. The Shop is solely responsible for obtaining all notices, consents, and authorizations required from its clients and personnel for the collection and processing of their data through the Services, including for any Health Information collected through intake, consent, or waiver forms. Where a client is a minor, the relationship is between the Shop and that client and the client's parent or guardian. The Shop is solely responsible for satisfying every requirement applicable to that engagement, including any requirement for parental or guardian consent, notarisation of that consent, the parent's or guardian's presence, verification of identity and relationship, and any age restriction on the service. The Shop is solely responsible for the collection and retention of minors' data. KTF provides forms and storage functionality only, does not verify any consent, and makes no representation that any form template satisfies the requirements of any jurisdiction.
17.8 Data processing terms. Processing of Client Data and Artist Data is further governed by the KTF Data Processing Addendum, incorporated by reference.
18. Security
18.1 Safeguards. KTF maintains administrative, technical, and physical safeguards designed to protect data in its possession against unauthorized access, disclosure, alteration, and destruction. These include encryption of data in transit and at rest using industry-standard methods, role-based access controls, logging of administrative access, and ongoing monitoring and review of KTF's security practices. KTF may modify its safeguards from time to time provided the protection afforded is not materially reduced.
18.2 Incident notification. KTF will notify the Shop of a security incident affecting the Shop's data as required by § 501.171, Florida Statutes, or within such shorter period as applicable law requires, and will provide the information reasonably available to KTF at the time of notification regarding the nature of the incident, the categories of data involved, and the steps KTF has taken. An initial notification may be supplemented as KTF's investigation progresses. Notification is not an acknowledgment of fault or liability.
18.3 Shop responsibility. The Shop is responsible for the security of its own devices, networks, and credentials, and for configuring user permissions within the Services appropriately.
19. Confidentiality and Trade Secrets
19.1 Confidential information. Each party may receive non-public information of the other. The receiving party will use it only as necessary under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisors with a need to know who are bound by comparable obligations.
19.2 Trade secrets. KTF derives independent economic value from the secrecy of, and takes reasonable measures to maintain the secrecy of, its aggregated datasets and the methodologies used to create them, its benchmarking and pricing models and algorithms, its risk and fraud detection logic, and its source code and data models. The Shop acknowledges that this information is confidential and is treated by KTF as a trade secret under the Florida Uniform Trade Secrets Act, Chapter 688, Florida Statutes, and will not use or disclose it except as permitted by Section 19.1.
19.3 Exclusions. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without obligation of confidence, is independently developed without use of the disclosing party's information, or is rightfully obtained from a third party without restriction.
19.4 Compelled disclosure. A party may disclose confidential information as required by law, provided it gives prompt notice where legally permitted.
Part V: Intellectual Property and System Protection
20. Ownership, Shop Content, and Copyright Claims
20.1 KTF ownership. KTF and its licensors own all right, title, and interest in and to the Services, including all software, source code, object code, interfaces, designs, graphics, text, documentation, workflows, databases, trademarks, and all improvements and derivative works. This does not extend to Shop Content, Client Data, Artist Data, or any underlying third-party rights in them. No rights are granted to the Shop except the limited license in Section 5.1. No rights are granted by implication, estoppel, or otherwise.
20.2 Shop content. The Shop or its licensors retain their rights in artwork, flash, portfolio images, photographs, logos, and other content it uploads to the Services ("Shop Content"). The Shop grants KTF a non-exclusive, worldwide, royalty-free license to host, store, reproduce, adapt for display, and transmit Shop Content solely as necessary to provide the Services and as directed by the Shop. The Shop represents that it owns or has obtained all rights necessary to upload Shop Content and to grant this licence, and that Shop Content does not infringe the rights of any third party.
20.3 Copyright claims. KTF respects intellectual property rights and will respond to notices of alleged infringement in accordance with the Digital Millennium Copyright Act. Notices should be sent to KTF's designated agent at Copyright Agent, Keep The Fees LLC, 3748 Coventry Lane, Boca Raton, FL 33496 or [email protected] and must contain the elements required by 17 U.S.C. § 512(c)(3). KTF may remove or disable access to allegedly infringing material, will notify the affected Shop, and will accept counter-notifications as provided by the statute. KTF may terminate the accounts of repeat infringers.
20.4 Publicity. KTF may identify the Shop as a customer and use the Shop's name and logo in KTF's customer lists, website, and marketing materials. The Shop may withdraw this permission at any time on written notice to KTF, and KTF will cease new use within a reasonable period.
20.5 Client images and identifiable individuals. The permission in Section 20.4 covers the Shop's business name and logo only. It does not authorise KTF to use any photograph, image, likeness, or name of a client, an artist, or any other individual in KTF's marketing. KTF will not do so without that individual's own consent obtained for that purpose, and the Shop's agreement to these Terms does not supply it.
21. Prohibited Conduct
The Shop will not, and will not permit or assist any third party to:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying structure of the Services, except to the extent this restriction is unenforceable under applicable law;
(b) copy, reproduce, modify, adapt, translate, or create derivative works from any part of the Services;
(c) resell, sublicense, rent, lease, distribute, white-label, or otherwise make the Services available to any third party, including as a service bureau or on behalf of other shops;
(d) use the Services, or KTF's confidential information or non-public information about the Services obtained through them, to design, develop, train, market, or improve a product or service that competes with the Services. This restriction does not apply to the Shop's own Shop Data, Client Data, or Artist Data, or to information the Shop obtains independently of the Services;
(e) use any robot, spider, scraper, crawler, headless browser, or other automated means to access, extract, index, or monitor any portion of the Services. This does not restrict the Shop's use of webhooks, application programming interfaces, or other integration mechanisms that KTF makes available and the Shop is authorized to use, or the Shop's export of its own data through functionality KTF provides;
(f) circumvent, disable, degrade, or interfere with authentication, rate limiting, licensing controls, usage limits, or any other technical protection measure;
(g) attempt to gain unauthorized access to the Services, to other customers' accounts or data, or to KTF's systems or underlying infrastructure;
(h) conduct penetration testing, vulnerability scanning, load testing, or security research against the Services without KTF's prior written authorization;
(i) perform benchmarking or competitive analysis of the Services for publication or for the benefit of a competitor. This does not restrict the Shop's honest statements about its own experience with the Services, disclosures required by law, disclosures to its professional advisers, or communications protected by law;
(j) remove, obscure, or alter any proprietary notice, trademark, watermark, or attribution appearing in or generated by the Services.
22. Competitor Access
The Services may not be accessed or used by, or on behalf of, any person or entity that offers a product or service competitive with the Services, for the purpose of evaluating, analyzing, or replicating the Services. Any registration by or on behalf of such a person or entity is unauthorized and voidable at KTF's election, and KTF may terminate it immediately without notice or refund. Election to void or terminate does not affect the enforceability of Parts IV, V, and X against that person or entity, each of which remains in full force.
23. Unauthorized Access
Access to or use of the Services exceeding the license granted in Section 5.1 is unauthorized under these Terms and is a material breach. KTF protects the Services with technological access barriers, including authentication and rate limiting, and circumventing them is prohibited under Section 21(f). KTF reserves all rights and remedies available under applicable law, including the Florida Computer Abuse and Data Recovery Act (§§ 668.801-668.805, Florida Statutes), Chapter 815, Florida Statutes, and the federal Computer Fraud and Abuse Act, as those laws are construed by the courts. KTF may suspend or terminate access immediately upon reasonable suspicion of unauthorized access.
24. Feedback
If the Shop provides suggestions, ideas, or feedback regarding the Services, KTF may use them without restriction, obligation, attribution, or compensation. The Shop grants KTF a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, reproduce, modify, and incorporate such feedback into the Services or any other product. This licence does not extend to Client Data, Artist Data, Health Information, or the Shop's confidential business records, whether or not they appear in a support request or other communication accompanying the feedback.
25. Injunctive Relief
The Shop acknowledges that a breach of Part IV or Part V would cause KTF irreparable harm for which monetary damages would be an inadequate remedy, and agrees that KTF may seek injunctive or other equitable relief in any court of competent jurisdiction, subject to that court's requirements and applicable law. Neither party waives any requirement the court may impose. Claims for injunctive relief are exempt from the mediation requirement in Section 44.1, and seeking urgent relief in another competent court does not waive Section 44.2 as to the merits.
26. Survival
The provisions identified in Section 48.9 survive termination of these Terms.
Part VI-A: Transactional Messaging
27. Transactional Messaging
27.1 Scope. KTF transmits transactional messages to the Shop's clients from a KTF-operated telephone number, including appointment confirmations, reminders, and changes; payment receipts; and account notifications.
27.2 Transactional use only. Messages sent through KTF's platform number are limited to transactional content. The Shop will not include promotional, marketing, or solicitation content in any message or customizable template field, including offers, discounts, promotions, service or product announcements, loyalty or referral invitations, or invitations to book outside a confirmed appointment. KTF may reject, modify, or remove such content, and may suspend the Shop's access to messaging features for violations.
27.3 Recipient data. The Shop represents that each telephone number it enters into or uploads to the Services was provided to the Shop directly by the individual to whom it belongs, in connection with booking, purchase, or an existing business relationship, and that the individual has not revoked consent to be contacted.
27.4 Prohibited sources. The Shop will not upload, import, or transmit messages to any telephone number obtained from a purchased, rented, leased, exchanged, or brokered list; from a data broker or data-append service; through scraping or automated collection; or from another business, a prior employer, or an acquired business absent transferable consent.
27.5 Opt-out. KTF honors STOP, END, QUIT, CANCEL, UNSUBSCRIBE, REVOKE, OPT OUT, and equivalent requests at the platform level. That list is not exclusive: a request to stop receiving messages is honored whether or not it matches a configured keyword, and whether received by text, email, telephone, or support message. Suppression is applied promptly and to queued and retried messages as well as future ones. A request is not conditioned on any confirming reply. The Shop acknowledges that opt-out suppression applies at the level of KTF's sending number and therefore across the platform, not on a per-Shop basis, and that a suppressed individual will not receive transactional messages from any Shop until that individual re-subscribes. The Shop will not circumvent, delete, override, or re-import a suppressed number, and will promptly record in the Services any opt-out request it receives by any other channel.
27.6 KTF rights. KTF may monitor messaging volume, complaint rates, opt-out rates, and carrier feedback; impose sending limits; and suspend or discontinue messaging features immediately and without notice in response to suspected non-compliance or carrier action. Suspension of messaging is not grounds for a refund or fee adjustment.
27.7 Indemnification. The Shop will defend, indemnify, and hold KTF harmless from any claim, penalty, fine, settlement, judgment, carrier fee, or expense, including reasonable attorneys' fees, arising from the Shop's message content, recipient data, or messaging practices, including claims under the Telephone Consumer Protection Act, the Florida Telephone Solicitation Act, state analogues, and carrier or CTIA requirements. This indemnity applies to claims against KTF arising in whole or in part from KTF's own alleged acts or omissions in transmitting or facilitating the Shop's communications, and the parties intend it to be enforced to the fullest extent permitted by law. It does not extend to KTF's gross negligence or willful misconduct. This obligation is not subject to the limitation in Section 39 and survives termination.
27.8 No legal advice. KTF's messaging features are tools. KTF does not advise the Shop regarding its compliance obligations, and the Shop is solely responsible for determining what applicable law requires of it.
Part VI-B: Marketing Communications
28. Marketing Services
28.1 Scope. KTF makes SMS and email marketing features available through a third-party marketing services provider (the "Marketing Provider") delivered within the Services. These features are separate from the transactional messaging described in Part VI-A and operate on separate infrastructure, separate telephone numbers, and separate opt-out records.
28.2 Shop is the sender. Marketing campaigns are sent under a 10DLC brand and campaign registration made in the Shop's own name and identity. The Shop is the sender of record for all marketing communications it initiates and is the responsible party under applicable law. KTF does not make, own, or control the Shop's brand or campaign registration.
28.3 KTF's role. KTF provides access, audience segmentation tools, and billing. KTF does not author campaign content, review campaigns for compliance, or transmit marketing messages. Segmentation and filtering tools operate only on criteria the Shop selects, and the Shop determines and is responsible for the audience of every campaign it initiates. Those tools are provided for the Shop's convenience and do not determine, verify, or represent that any recipient has consented to be contacted.
29. Consent and Recipient Eligibility
29.1 Consent is the Shop's responsibility. The Shop is solely responsible for determining whether it has obtained the consent required by applicable law to send marketing communications to any recipient.
29.2 Representation. The Shop represents and warrants that, for each marketing campaign it initiates, every recipient has provided prior express written consent to receive marketing communications from the Shop, meeting the requirements of the Telephone Consumer Protection Act, the Florida Telephone Solicitation Act, the CAN-SPAM Act, and any other applicable law.
29.3 Consent records and attestation. The Services record recipient-level messaging preferences, including the disclosure text and version presented, the Shop, the telephone number, the category and source of the recorded action, and the time it was recorded. Those records reflect what was captured through the Services; KTF does not verify that any recipient in fact provided the consent the Shop represents, and a recorded preference is not by itself a representation by KTF that prior express written consent was obtained.
In addition, before initiating a campaign the Shop must affirm that every recipient in the selected audience has provided the consent described in Section 29.2. KTF records each attestation, including the attesting user, campaign, audience definition, recipient count, and timestamp.
The Shop will produce, on KTF's request, the evidence supporting any consent it has represented. KTF may pause a campaign or an audience while that evidence is reviewed.
29.4 Data source. Recipient data available for marketing originates solely from the Shop's own client records within the Services. The Shop may not import, upload, or otherwise introduce recipient data obtained from a purchased, rented, leased, exchanged, or brokered list; from a data broker or data-append service; through scraping or automated collection; or from another business, a prior employer, or an acquired business absent transferable consent.
29.5 Suppression. KTF applies suppression so that clients who have opted out of, or been blacklisted from, communications within the Services are excluded from marketing sends. KTF may transmit or update limited suppression information with the Marketing Provider for that purpose. Suppression is a technical control operating alongside, and does not relieve the Shop of, its obligations under this Part.
29.6 Do-not-call obligations. The Shop is responsible for any national or state do-not-call registry obligations applicable to its marketing communications, for maintaining its own internal do-not-call list and honoring requests recorded on it, and for retaining records of those requests for the period applicable law requires. Where the Shop relies on an exception to a registry obligation, the Shop is responsible for establishing and documenting it. KTF does not perform registry checks on the Shop's behalf unless it expressly agrees in writing to do so.
29.7 Own business only. The Shop may use marketing features solely to promote its own business. The Shop may not send campaigns on behalf of another business, another shop, a booth renter's separate venture, or any third party.
30. Opt-Out and Content Standards
30.1 Marketing opt-out. Marketing opt-outs are maintained separately from transactional opt-outs. Where a recipient withdraws marketing permission only, transactional messages under Part VI-A may continue. Where a recipient asks not to receive further messages generally, that request is honored according to its terms and applicable law, and is not treated as a marketing-only withdrawal. A recipient who opts out of transactional messages will not receive marketing communications.
Re-enrollment requires a new, documented action by the recipient. A Shop import, a new appointment, an administrative change, or a request to resume a different category of message does not clear an existing opt-out or supply marketing permission. The Shop will honor every opt-out request it receives through any channel and will promptly record it in the Services. The Shop will not circumvent, delete, override, or re-introduce a suppressed recipient.
30.2 Text message standards. Every marketing text message must identify the Shop by name and include opt-out instructions. Marketing messages may be sent only during the hours and at the frequencies permitted by applicable law and by the applicable messaging program, including any stricter state limitation. Absent a stricter applicable limit, messages may not be sent before 8:00 a.m. or after 9:00 p.m. in the recipient's local time zone. KTF may impose narrower sending windows and frequency limits.
30.3 Email standards. Every marketing email must accurately identify the Shop as sender in the "from," "reply-to," and routing information; must not use a deceptive subject line; must include a functioning unsubscribe mechanism that remains operable for at least thirty (30) days after the message is sent and is honored within ten (10) business days; and must include the Shop's valid physical postal address. The unsubscribe mechanism must not require a fee, an account login, or the provision of information beyond an email address and a preference. The Shop is responsible for supplying and maintaining that address in the Services. Where the Shop is identified as the sender, the Shop's address is the address required by the CAN-SPAM Act.
30.4 Prohibited content. The Shop will not send marketing communications containing content prohibited by carrier or CTIA requirements, including content relating to sex, hate, alcohol, firearms, or tobacco; cannabis; loans, debt relief, or other high-risk financial products; or unlawful activity. The Shop will not make promotional health, medical, or therapeutic claims regarding any service it offers, including tattoo removal, permanent makeup, or piercing services. This does not restrict aftercare instructions, healing guidance, safety information, or other non-promotional informational content. The Shop will not use Health Information, consent or waiver form responses, identification documents, or any segment derived from them to target marketing communications.
30.5 Carrier and provider compliance. The Shop will comply with all carrier requirements, CTIA Messaging Principles and Best Practices, applicable email sender requirements, and the Marketing Provider's acceptable use terms, and will provide accurate and complete brand and campaign registration information.
30.6 Data accuracy. The Shop is responsible for the accuracy of recipient contact data. KTF is not liable for messages sent to an incorrect or reassigned telephone number or email address arising from inaccurate data in the Shop's records.
31. Fees, Deliverability, and Suspension
31.1 Fees. Marketing fees are billed by KTF under Part III and are subject to Sections 12 and 14, including the price change and no-refund provisions. Unused message or email credits do not carry over between billing periods and are not refundable on cancellation or termination. Where credits are consumed by messages that fail to send because of an outage or error attributable to KTF or the Marketing Provider, KTF will restore those credits to the Shop's account.
31.2 No deliverability warranty. KTF does not warrant that any marketing communication will be delivered, will reach an inbox rather than a spam or promotions folder, will be delivered within any timeframe, or will achieve any throughput. Carriers, mailbox providers, and the Marketing Provider may filter, throttle, block, or delay messages, and KTF is not liable for non-delivery or for any resulting loss. The Shop's remedy for credits consumed by a failure attributable to KTF or the Marketing Provider is restoration of those credits under Section 31.1.
31.3 Provider dependency. KTF may change, suspend, or replace the Marketing Provider at any time. KTF is not responsible for the Marketing Provider's acts, omissions, availability, performance, or handling of data.
31.4 Suspension of marketing. KTF may suspend or terminate the Shop's access to marketing features immediately and without notice, independently of the Shop's other Services, in response to elevated complaint or opt-out rates, carrier or mailbox provider action, a request from the Marketing Provider, or suspected non-compliance with this Part. Suspension of marketing features is not grounds for a refund or fee adjustment.
31.5 Effect of termination. On termination of the Shop's subscription, access to marketing features ends. Campaign history and audience lists may be requested during the period in Section 43.1. The Shop's account with the Marketing Provider, including its brand and campaign registration and any dedicated telephone number, is subject to the Marketing Provider's terms and may not be portable to a direct relationship with that provider.
32. Marketing Indemnification
The Shop will defend, indemnify, and hold KTF harmless from any claim, penalty, fine, settlement, judgment, carrier or provider fee, or expense, including reasonable attorneys' fees, arising from the Shop's marketing communications, campaign content, recipient data, consent practices, or use of the marketing features, including claims under the Telephone Consumer Protection Act, the Florida Telephone Solicitation Act, state analogues, the CAN-SPAM Act, and carrier, CTIA, or Marketing Provider requirements. This indemnity applies to claims against KTF arising in whole or in part from KTF's own alleged acts or omissions in transmitting or facilitating the Shop's communications, and the parties intend it to be enforced to the fullest extent permitted by law. It does not extend to KTF's gross negligence or willful misconduct. This obligation is not subject to the limitation in Section 39 and survives termination.
33. No Legal Advice
KTF's marketing features are tools. KTF does not advise the Shop regarding its compliance obligations, does not review campaigns, and the Shop is solely responsible for determining what applicable law requires of it.
Part VII: Connected Services
34. Payment Relationships
34.1 Three distinct relationships. Three separate payment flows operate through or alongside the Services, each with its own provider and its own agreement:
(a) the Shop's payment of subscription and usage fees to KTF, processed through KTF's billing provider under Part III of these Terms;
(b) the Shop's clients paying the Shop, processed under a merchant processing agreement between the Shop and KTF's merchant processing partner; and
(c) the Shop's payments to its contractors, processed under Section 35 and the applicable provider agreement.
34.2 Merchant processing. Client-to-Shop payment processing and money transmission are provided by SignaPay, LTD., together with its sponsoring bank and any authorized affiliates, under the merchant agreement the Shop accepts separately and which is incorporated by reference for that purpose. Incorporation identifies the applicable connected-service terms; it does not make KTF a party to that agreement or to any obligation it imposes on the provider.
34.3 KTF's role. KTF integrates with the providers named above and transmits data at the Shop's direction. KTF is not a money transmitter, does not hold or control Shop or client funds, is not a party to the Shop's agreement with any payment provider, is not licensed under Chapter 560, Florida Statutes, and does not perform activities requiring such licensure.
34.4 Shop compliance. The Shop is solely responsible for compliance with card network rules and applicable law governing its point-of-sale pricing, including any cash discount, dual pricing, or surcharge program it operates, and for required signage, receipt disclosure, and applicable limits on the amount and card types to which any surcharge may be applied. Requirements differ by card network, by state, and by program, and the Shop is responsible for determining what applies to it.
34.5 Chargebacks and reserves. The Shop is responsible for all chargebacks, returns, and associated fees. A payment provider may establish reserves or holds in accordance with its agreement with the Shop, and KTF has no control over and no liability for such actions.
34.6 Provider changes. KTF may change the providers it integrates with. A change of provider may require the Shop to accept a new provider agreement, and does not by itself alter these Terms.
35. Payroll (Contractor Payments Only)
35.1 Scope and roles. KTF makes payroll and contractor payment features available within the Services. Money movement, and where applicable payment processing and tax services, are performed by a third-party payments and payroll vendor. The Shop contracts directly with that vendor and must accept the vendor's agreement, which governs those services. KTF bills the Shop for access to these features under Part III; KTF is not a payroll provider, a professional employer organization, a bank, or a money transmitter.
35.2 Authorization. Enabling payroll constitutes the Shop's instruction and authorization for KTF to transmit data to the vendor as necessary to deliver the service.
35.3 1099 payments only. The Services support payments to individuals treated by the Shop as independent contractors. The Services do not support W-2 employee payroll, tax withholding, or employment tax remittance. This is a limitation of the Services. It is not a determination, recommendation, or representation by KTF that any person the Shop pays is properly classified as an independent contractor.
35.4 Classification is the Shop's decision. The Shop is solely responsible for determining whether each person performing services for it is an employee or an independent contractor under the Internal Revenue Code, the Fair Labor Standards Act, and applicable state law, and for the consequences of that determination. By submitting a payment through the Services, the Shop represents that the recipient is properly classified as an independent contractor. KTF does not make, recommend, verify, or validate any classification, and the availability of contractor payments within the Services does not indicate that any particular arrangement is lawful.
35.5 Compliance. The Shop is solely responsible for compliance with all laws applicable to its personnel and their compensation, including wage and hour law, minimum wage, overtime, tip handling, commission and booth rental arrangements, final payment timing, workers' compensation, unemployment insurance, garnishments, and work eligibility verification.
35.6 Shop data and inputs. The Shop is solely responsible for the accuracy, completeness, and timeliness of all information it enters or approves, including payee identity and taxpayer identification information, payment amounts, commission rates and splits, deductions, bank and routing details, and jurisdictions. KTF does not audit, verify, or correct Shop inputs.
35.7 Configuration and timing. Configuration of payroll settings (pay schedules, cutoff times, payee records, commission structures, and account details) and the timing of each payment run are the Shop's responsibility. KTF may provide configuration assistance, whether included with the Services or purchased separately. Where configuration is purchased, its scope, deliverables, assumptions, and acceptance are set out in the applicable Order Form or statement of work.
The Shop selects the business rules to be implemented (pay schedules, commission structures, rates, and splits) and is responsible for those selections. KTF is responsible for implementing the rules the Shop has specified in accordance with the applicable scope. The Shop is responsible for reviewing the resulting configuration and confirming it reflects its intent before use, and continued use of a configuration constitutes its approval.
35.8 Review and approval of payment runs. Any figure the Services calculate, display, or transmit is derived from information the Shop supplied or approved. The Shop is responsible for reviewing all figures before approving a payment run. Approval of a payment run is the Shop's confirmation that the payees, amounts, and timing are correct.
35.9 Automatic payment runs. Where the Shop enables automatic payment runs, the Shop approves in advance a standing configuration identifying the authorized representatives, payees, funding source, calculation rules, schedule, and cutoff times. Each run executed under that configuration is made on the Shop's standing authorization and is treated as approved under Section 35.8. The Shop may change or revoke the standing configuration at any time, effective for runs not yet submitted. Approval of a platform configuration is separate from any transfer or debit authorization the payment provider requires.
35.10 Funding. The Shop is solely responsible for maintaining sufficient funds and for submitting payment runs by applicable deadlines. KTF is not responsible for any failed, delayed, reversed, or returned payment, or for any penalty, interest, or claim arising from insufficient funds, incorrect account details, a missed deadline, or a Shop-initiated change or cancellation.
35.11 Instant funding is best effort. Where the Services offer instant or expedited funding, delivery speed depends on the capabilities of the sending and receiving financial institutions, the availability of instant payment rails, transaction limits, risk and fraud review, and factors outside KTF's control. Instant funding is provided on a best-efforts basis and is not guaranteed. KTF does not warrant that any payment will arrive within any particular timeframe and is not liable for any loss, penalty, or claim arising from a delayed payment.
35.12 Instant funding fees. Where an instant funding fee applies and KTF is unable to initiate the payment over an instant payment rail, so that the payment is instead sent by standard transfer, KTF will not charge the instant funding fee or, if already charged, will credit it to the Shop's account. No fee credit is available where KTF successfully initiated the payment over an instant payment rail and delivery was delayed by the receiving institution or any other party. The credit is applied automatically and does not require the Shop to submit a claim. The Shop may raise a question about an instant funding fee by contacting KTF within thirty (30) days of the charge.
35.13 Taxes and information reporting. The Shop is responsible for its own tax obligations and for all information reporting relating to its contractors, including collection of taxpayer identification information and issuance and filing of Forms 1099 where required, whether performed by the Shop or by the vendor. KTF does not calculate, withhold, remit, or file any tax. KTF is not responsible for any tax, penalty, interest, or assessment arising from worker classification, inaccurate Shop data, late or missed filings, or the acts or omissions of the vendor.
35.14 No advice. KTF does not provide legal, tax, accounting, human resources, or employment advice. Nothing in the Services, and no assistance KTF provides with configuration, constitutes such advice or a determination that any practice complies with law. The Shop is responsible for obtaining its own professional advice.
35.15 Disclaimer. KTF makes no warranty regarding payroll functionality, the vendor's performance or availability, or the accuracy, legality, or timeliness of any payment, and disclaims all liability arising from the Shop's payment practices, its classification decisions, its configuration, its inputs, or the vendor's acts or omissions.
35.16 Indemnification. The Shop will defend, indemnify, and hold KTF harmless from any claim, penalty, fine, assessment, settlement, judgment, or expense, including reasonable attorneys' fees, brought by any person or authority and arising from the Shop's payment or employment practices, worker classification decisions, payroll configuration, payment data, or use of the payroll features. This obligation survives termination.
36. Funding Estimates and Financing Referrals
36.1 Estimates. The Services may display estimated financing amounts for which the Shop may qualify. Estimates are illustrative only, are generated from the Shop's business metrics, and are subject in all cases to the lender's full underwriting, which may require additional information and may result in different terms or a declination.
36.2 Data shared. Where the Shop elects to request an estimate, KTF transmits the Shop's business metrics identified in the data-sharing disclosure (including payment processing volume, transaction counts, transaction dates, refunds, and chargebacks) to the participating financing partner. KTF does not transmit client names, client contact information, card details, item or service descriptions, chat messages, or consent documents for this purpose. KTF does not obtain a credit report and does not transmit the Social Security number, date of birth, or personal credit information of any owner or guarantor for the purpose of generating an estimate. If the Shop elects to proceed with an application, the financing partner may require additional information, including personal information about owners or guarantors, which the Shop provides to that partner under its own terms. KTF will describe the categories of data transmitted for estimates in the Services at the point of request.
36.3 KTF's role and compensation. KTF facilitates access to business financing opportunities through its financing partner and that partner's applicable financing providers. KTF is not a lender, makes no credit decision, does not extend credit, and is not a party to any financing agreement. The financing provider determines eligibility and terms. KTF receives compensation in connection with certain resulting financing transactions, which may vary with the funding amount, the transaction terms, or related revenue.
36.4 Opt-in and scope of authorisation. KTF will not transmit the Shop's data to a financing partner unless an authorised Shop representative affirmatively enables that service after receiving the applicable data-sharing disclosure. KTF will limit transmission to the data categories, purposes, historical period, and update frequency identified in that disclosure. Acceptance of these Terms, a permission granted under Section 16, or viewing a financing page in the Services does not constitute that authorisation.
36.5 Separate authorisations. Authorising KTF to share data is separate from applying for financing, from authorising any credit inquiry, from accepting an offer, and from authorising repayment. Each is obtained by the applicable party at the applicable stage. Nothing in this Section authorises a consumer credit inquiry or a repayment debit.
36.6 Stopping and continuing. The Shop may disable ongoing eligibility sharing at any time, effective for transmissions not yet made. Information already transmitted remains subject to the financing partner's agreement and applicable law. Termination of the Services does not cancel or modify any financing the Shop has accepted.
36.7 Relationship to other data rights. The authorisation in this Section covers only the consenting Shop's own business data. It does not authorise disclosure of Client Data, Artist Data, Health Information, or any cross-Shop Aggregated Data.
37. Other Integrations
The Shop may enable additional third-party integrations other than those addressed in Part VI-B and Sections 34 through 35. Those services are governed by the third party's own terms, and enabling an integration constitutes the Shop's authorization to transmit data to that third party. KTF does not control and is not responsible for third-party services, their availability, or their handling of data.
Part VIII: Warranties, Liability, and Indemnification
38. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, KTF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. KTF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
KTF does not provide legal, tax, accounting, financial, medical, or employment advice. Content within the Services, including form templates, compliance features, and financing estimates, is provided for convenience and does not constitute professional advice. The Shop is responsible for obtaining its own professional advice.
Nothing in this Section limits any warranty that cannot lawfully be limited or excluded.
39. Limitation of Liability
39.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OR CORRUPTION OF DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
39.2 Cap. EXCEPT AS PROVIDED IN SECTIONS 39.3 AND 39.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY THE SHOP TO KTF IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
39.3 Exclusions applying to both parties. The limitations in Sections 39.1 and 39.2 do not apply to: (a) a party's fraud, gross negligence, or willful misconduct; (b) a party's breach of its confidentiality obligations under Section 19; or (c) a party's indemnification obligations under these Terms.
39.4 Additional exclusions. The limitations in this Section do not apply to the Shop's breach of Part V or to amounts owed by the Shop under Part III.
39.5 Measuring the cap. For the purposes of Section 39.2, "fees paid" means amounts actually paid by the Shop to KTF for the Services in the twelve months preceding the event, and excludes taxes, pass-through provider charges, and any funds the Shop moved to its contractors or received from its clients through the Services. Where a claim arises from a continuing event, the twelve-month period is measured from the first occurrence. All claims arising from the same or a series of related events are aggregated and treated as a single claim. Where more than one Order Form is in effect, fees paid under all of them are counted. A refund or credit expressly promised by these Terms is not damages and is not counted against the cap.
39.6 Basis of the bargain. The Shop acknowledges that the fees reflect this allocation of risk and that these limitations are an essential basis of the agreement.
40. Indemnification
40.1 By the Shop. The Shop will defend, indemnify, and hold harmless KTF, its affiliates, and their officers, employees, and agents from any third-party claim, and any resulting loss, liability, penalty, or expense including reasonable attorneys' fees, arising from: (a) the Shop's unlawful use of the Services, or use not permitted by these Terms; (b) the Shop's violation of these Terms or applicable law; (c) Client Data or Artist Data, including the adequacy of consents and the content of forms the Shop administers; (d) the Shop's messaging practices under Sections 27.7 and 32; (e) the Shop's employment practices or worker classification; or (f) the Shop's point-of-sale pricing, surcharging, or disclosure practices.
40.2 By KTF. KTF will defend the Shop against any third-party claim alleging that the Services, as provided by KTF and used in accordance with these Terms, infringe a United States patent, copyright, or trademark, and will indemnify the Shop for damages finally awarded or amounts paid in settlement. This obligation is excluded from the cap in Section 39.2 under Section 39.3(c).
40.3 Exclusions from KTF's indemnity. Section 40.2 does not apply to a claim to the extent it arises from: Shop Content, Client Data, or Artist Data; modification of the Services by anyone other than KTF; combination of the Services with items not supplied by KTF, where the combination causes the alleged infringement; use of the Services outside these Terms or contrary to KTF's documentation; or continued use of an allegedly infringing element after KTF has made a non-infringing replacement available.
40.4 KTF's remedies. Where a claim under Section 40.2 arises or is likely, KTF may at its option obtain the right for the Shop to continue using the affected element, modify or replace it without materially reducing its functionality, or, if neither is commercially practicable, terminate the affected part of the Services and refund the unused prepaid fees attributable to it. Sections 40.2 through 40.4 state KTF's entire obligation for third-party intellectual property claims, subject to non-waivable law.
40.5 Procedure. The indemnified party will provide notice of a claim promptly after becoming aware of it, reasonable cooperation at the indemnifying party's expense, and control of the defence and settlement to the indemnifying party. Delay in giving notice relieves the indemnifying party only to the extent it is materially prejudiced by the delay.
The indemnifying party will use counsel reasonably acceptable to the indemnified party. Where a conflict of interest requires separate counsel, the indemnifying party will pay the reasonable cost of it. If the indemnifying party does not assume the defence within a reasonable period, the indemnified party may defend the claim at the indemnifying party's expense and settle it with the indemnifying party's consent, which will not be unreasonably withheld.
No settlement may impose any admission of fault, non-monetary obligation, or unreimbursed payment on the indemnified party without its consent, and every settlement must include an unconditional release of the indemnified party.
41. No Duplicative Recovery
Neither party may obtain duplicative recovery for the same injury under multiple theories. Nothing in these Terms eliminates any non-waivable statutory right, or any defense otherwise available to a claim that duplicates a contract claim.
Part IX: Termination
42. Termination
42.1 By the Shop. The Shop may terminate as provided in Section 13.3.
42.2 By the Shop for cause. The Shop may terminate immediately on notice if KTF materially breaches these Terms and does not cure the breach within thirty (30) days after receiving written notice describing it. On termination under this Section, KTF will refund the unused prepaid portion of the then-current term on a prorated basis.
42.3 By KTF for cause. KTF may terminate immediately upon the Shop's material breach of these Terms. Without limiting what may constitute a material breach, each of the following is a material breach: non-payment; fraud or misrepresentation, including misrepresenting the nature of the Shop's business at onboarding; unlawful activity; failure to cooperate with know-your-customer or know-your-business verification; any breach of Part V; reselling, sublicensing, or white-labeling the Services; sharing credentials or using one account to serve locations not identified on the Order Form; uploading or messaging recipients from a prohibited list source under Section 27.4 or 29.4; circumventing or overriding opt-out suppression; and processing transactions on behalf of another business. KTF may also terminate where required to do so by a payment, banking, or regulatory partner; where termination on that basis is not attributable to the Shop's breach or misconduct, KTF will refund the unused prepaid portion of the then-current term on a prorated basis.
42.4 By KTF for convenience. KTF may terminate without cause at any time, effective immediately or on such notice as KTF specifies. Where KTF terminates for convenience, KTF will refund the unused prepaid portion of the Shop's then-current term on a prorated basis and the Shop may request an export of its data as provided in Section 43.1.
42.5 Effect. Upon termination, the Shop's license ends and access to the Services ceases. Amounts owed remain due.
43. Data Export and Deletion
43.1 Export on request. Within thirty (30) days following termination, the Shop may request an export of its Shop Data, Client Data, and Artist Data. KTF will provide the export within fifteen (15) business days of a valid request, in KTF's then-standard format, at no charge. The export includes the Shop's records held in the Services, including completed and signed forms with their attachments and the disclosure version presented at signing, client and appointment records, and messaging consent records. The Shop is responsible for downloading the export within the period KTF makes it available and for retaining the records it is required to keep. KTF may verify that the request comes from a person authorized to act for the Shop before providing it. KTF is not required to maintain continued access to the Services after termination.
43.2 Deletion. KTF will delete or de-identify the Shop's data within ninety (90) days after the later of the end of the request period in Section 43.1 or the fulfillment of a timely export request, except where retention is required by law, tax obligation, or regulatory requirement, or is reasonably necessary to a pending or reasonably anticipated legal claim of which KTF has notice, and except for Aggregated Data, which KTF may retain and use indefinitely under Section 16.4.
43.3 Backups. Residual copies in routine backups will be deleted in the ordinary course of KTF's backup rotation.
Part X: Dispute Resolution and General Terms
44. Dispute Resolution
44.1 Mediation first. Before filing any action, the parties will attempt in good faith to resolve the dispute through non-binding mediation with a single mediator in Palm Beach County, Florida, with the mediator's fees shared equally.
Either party may initiate mediation by written notice describing the dispute. The parties will agree on a mediator within twenty (20) days of that notice; if they do not, either party may ask a Florida-certified circuit civil mediation provider to appoint one. Mediation may be conducted remotely by agreement. If mediation has not resolved the dispute within sixty (60) days after the initiating notice, or if the other party does not participate, either party may commence litigation. Nothing in this Section prevents a party from filing to preserve a claim that would otherwise become time-barred.
This requirement does not apply to claims for injunctive relief under Section 25 or to KTF's actions to collect unpaid fees.
44.2 Venue. Any action arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Palm Beach County, Florida. Each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.
44.3 Jury trial waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
44.4 Class action waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. This Section is a material and independent term. If it is found unenforceable in whole or in part, that finding does not affect the enforceability of the remainder of Section 44.
44.5 Limitations period. Claims arising out of or relating to these Terms or the Services are subject to the limitation periods established by applicable law.
45. Attorneys' Fees
In any action arising out of or relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, including on appeal. Where each party prevails on some claims, the court may apportion fees as it considers appropriate, and neither party is a prevailing party by reason of a voluntary dismissal without prejudice. Fees recovered under this Section do not duplicate defence costs recovered as indemnification under Section 40. This Section does not displace any non-waivable statutory fee provision.
46. Governing Law
These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
47. Changes to These Terms
47.1 Modification. KTF may modify these Terms. For material changes, KTF will provide notice by email and through the Services no less than thirty (30) days before the changes take effect.
47.2 What is material. A change is material if it would reasonably be expected to affect the Shop's rights or obligations in a substantive way, including changes to data rights, liability, indemnification, or dispute resolution. Changes that correct errors or clarify existing language are not material. A change that introduces an optional feature is not material unless it imposes new obligations or new uses of the Shop's data.
47.3 Relationship to Section 12. Changes to the fees payable for the Services are governed by Section 12 and do not require acceptance under this Section. Changes to these Terms, including changes to billing methodology or other contractual rights, are governed by this Section. No change under either Section alters a current prepaid subscription term except as validly agreed.
47.4 Acceptance. Material changes require the Shop's affirmative acceptance. KTF will present the updated Terms through the Services with a summary of material changes, and the Shop must accept them to continue using the Services. A Shop that does not accept a material change may terminate before the change takes effect and receive a prorated refund of prepaid fees for the remainder of the then-current term. Non-material changes take effect upon posting.
47.5 Record. KTF maintains a record of each acceptance, including the accepting user, timestamp, version accepted, and IP address.
48. General
48.1 Account authority and transfers. The Shop is responsible for designating which of its users may accept these Terms and changes to them, approve commercial terms and payment configurations, and request data exports. KTF may rely on the apparent authority of a user holding an administrative role. An artist or other authorised user does not by reason of platform access acquire authority to accept commercial terms on the Shop's behalf.
Where a Shop is sold, its owners separate, or control is otherwise disputed, KTF may suspend changes to the account until it receives documentation reasonably satisfactory to it establishing who holds authority. Transfer of an account is subject to Section 48.2 (Assignment), to the applicable payment provider's reverification requirements, and to KTF's consent. An artist leaving a Shop does not acquire rights in the Shop's records; any access an artist may have to records concerning that artist's own work is a matter between the artist and the Shop.
48.2 Assignment. The Shop may not assign these Terms, in whole or in part, without KTF's prior written consent. KTF may assign these Terms without consent, including in connection with a merger, acquisition, reorganization, or sale of assets, and will notify the Shop of any such assignment. Any purported assignment in violation of this Section is void.
48.3 Notices. Notices to the Shop may be given by email to its account email address or through the Services, and are effective when sent. Notices to KTF may be given by email to [email protected] or by mail to Keep The Fees LLC, 3748 Coventry Lane, Boca Raton, FL 33496, and are effective on receipt. Cancellation, opt-out, withdrawal of publicity permission, and data requests may be submitted through the mechanism the Services provide for them or by email, and are effective when submitted.
48.4 Force majeure. Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control. If a force majeure event prevents KTF from providing the Services in substantial part for more than thirty (30) consecutive days, the Shop may terminate on notice and receive a prorated refund of prepaid fees for the remainder of the then-current term.
48.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect, subject to Section 44.4.
48.6 No waiver. A failure to enforce any provision is not a waiver of that provision or any other.
48.7 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
48.8 No third-party beneficiaries. These Terms create no rights in any person other than the parties.
48.9 Survival. The following survive termination: accrued payment obligations (Part III); KTF's rights in Aggregated Data (Section 16.2 and 16.4); confidentiality and trade secret obligations (Section 19); intellectual property ownership and the restrictions in Sections 20 through 24; the indemnities in Sections 27.7, 32, 35.16, and 40; the limitations in Section 39; the export and deletion obligations in Section 43; and Part X. No other licence, operational right, marketing right, or recurring fee obligation survives termination.
49. Contact
Keep The Fees LLC
3748 Coventry Lane
Boca Raton, FL 33496