Terms of service.
Last Updated: October 2, 2026
These Terms take effect for each Shop and Individual User as provided in Sections 3 and 47.
Part I: The Agreement
1. Parties and Scope
These Terms of Service (the "Terms") govern the relationship between Zero Processing Fees LLC, a Florida limited liability company doing business as Keep The Fees ("KTF," "we," "us"), and each business entity or sole proprietor that registers for the Services, including a free trial (a "Shop"), and separately between KTF and each individual who accepts these Terms for their own platform account (an "Individual User"). Individual Users include owners, managers, artists, employees, contractors, and other people authorised to use the Services through a Shop. "You" means the Shop or Individual User in the capacity applicable to the provision.
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.
The Shop holds the subscription and the commercial relationship with KTF. Each Individual User has a direct agreement with KTF governing their own account and use, with access dependent on an active, authorised Shop relationship. Obligations expressly assigned to the Shop, including subscription payments, business indemnities, and responsibility for the Shop's records, remain the Shop's obligations; an Individual User does not assume them merely by accepting personally. Provisions addressed to a party or to the parties apply separately to KTF's relationship with the Shop and with each Individual User, as applicable.
A person does not become an Individual User merely because a Shop keeps records about them, sends them a message, or asks them to complete a form. A client without a platform account remains subject to the documents they separately accept with the Shop; their information is covered by the Privacy Policy and the Shop's own notices. These Terms do not replace agreements between a Shop and its clients or personnel.
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 as part of the Shop's business records, including work, commission, and payout records. It excludes User Account Data maintained separately by KTF.
"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, fees, billing frequency, and locations shown for the Shop in its account billing settings or on its most recent invoice, as established at registration and as subsequently changed by the Shop's plan selections or under Section 12.
"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.
"User Account Data" means the account identity, contact details, profile and authentication information, Shop memberships, account preferences, support communications, and security and acceptance records KTF maintains to administer an Individual User's platform account. The same information may also appear in a Shop's business records; each copy is handled according to the purpose for which it is held.
3. Acceptance and Authority
3.1 Acceptance. Each Shop and Individual User accepts these Terms by an affirmative action identified as acceptance, such as checking a box or clicking an acceptance button after being given access to the applicable documents. The action must identify whether acceptance is personal, on behalf of a Shop, or both. These Terms take effect in that capacity upon acceptance or on a later date specified with the documents, subject to any notice period required by applicable law and Section 47 for revisions. Silence or another party's acceptance does not substitute for the initial acceptance required under this Section. Changes to these Terms take effect as provided in Section 47.
3.2 Authority. An Individual User must be at least eighteen (18) years of age and accepts personally for their own use. A person accepting for a Shop also represents that they have authority to bind that Shop. A single action may record both capacities only if both are clearly identified and the person has the required authority. An individual acceptance does not by itself bind a Shop, and a Shop acceptance does not supply an Individual User's personal acceptance or any separate consent required from that person.
3.3 Record. KTF records each acceptance, including the accepting user, the capacity in which they accepted, the relevant Shop where applicable, the timestamp, the document version accepted, and the IP address where captured. Electronic records and access to retained copies are addressed in the KTF E-Sign Disclosure.
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. Its allocation of contractual liability expressly follows Section 39 of these Terms; its priority does not create a separate or uncapped remedy.
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 applicable Order Form and product-specific addenda, the KTF Data Processing Addendum where applicable, the KTF Privacy Policy, the KTF Data Policy, and the KTF E-Sign Disclosure as accepted constitute the agreement governing the relevant relationship. An Individual User's acceptance does not make them a party to the Shop's Order Form or Data Processing Addendum. This section governs interpretation; no other provision may be read to displace it.
Upon becoming effective for the relevant Shop or Individual User under Sections 3 and 47, these Terms supersede and replace all earlier versions of KTF's terms of service or terms and conditions and all prior agreements and understandings between KTF and that party concerning the Services, whether accepted online, on paper, or otherwise, except for the documents and authorisations expressly preserved by this Section. For a Shop, this includes the terms and conditions of prior payment authorisation forms and enrollment documents, including prior pricing commitments and fee-change notice periods, 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 applicable Order Form is the Order Form as defined in Section 2. Prior pricing commitments in other documents are subject to the supersession above.
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 by the Shop, 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. KTF grants each Individual User a corresponding limited license to use their account and the features made available to them through an active, authorised Shop relationship, within the permissions the Shop grants. An Individual User has no independent right to platform access after all such relationships end.
5.2 Accounts. The Shop and each Individual User are responsible for protecting their respective credentials and for activity under their respective accounts, whether or not authorised. Each must promptly notify KTF of suspected unauthorised access. Credentials may not be shared or used to accept an agreement in another person's name.
5.3 Users. The Shop may authorise Individual Users to access its account and is responsible for their use on its behalf. Each Shop's subscription covers only the shops and locations identified on its Order Form. An Individual User may access more than one Shop only with each Shop's separate authorisation, and may not use that access to transfer or disclose one Shop's records to another without authority.
5.4 Individual responsibilities. Each Individual User must comply personally with the account security, acceptable use, confidentiality, intellectual property, and system protection provisions of these Terms. When using a Shop's features, the Individual User must also comply with the rules governing that use and act within the Shop's authorisation. This does not transfer the Shop's payment or indemnification obligations to the Individual User.
5.5 Access and Shop records. The Shop controls access to its business records, including Client Data and Artist Data. An Individual User's profile, work history, or association with a record does not give that user ownership of the Shop's record or a right to take it to another Shop. When a Shop relationship ends or its authorisation is withdrawn, access through that Shop ends. Any access through another Shop depends on that other Shop's authorisation. Personal-information rights under applicable law remain available through the Privacy Policy, including after platform access ends.
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 fourteen (14) days after it ends, on the terms in Section 43.1.
7. Acceptable Use
The Shop and each Individual User 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 Discontinued functionality. KTF may discontinue any feature or function of the Services, including a core function, at any time. Discontinuation does not entitle the Shop to a refund, credit, or fee adjustment.
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 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 with or without 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 Shop-designated recipients. The Shop is responsible for an independently selected recipient's handling of data after authorised delivery to its designated endpoint. KTF must perform its own express processing, confidentiality, and security obligations and any duties that applicable law makes nondelegable. Those duties do not constitute a guarantee of the recipient's performance. Monetary claims involving third-party recipients or providers are subject first to the exclusion in Section 39.8 and, where applicable, the remaining limits in Section 39. The delivery limitations in Section 10.4 do not waive nonwaivable duties.
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.
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.
11.6 ACH authorization. By accepting these Terms, the Shop authorizes KTF and its billing and payment providers to initiate ACH debit entries to the bank account the Shop has linked to its account or provided to KTF for any amount due under these Terms, including subscription fees, usage-based and add-on charges, taxes, late fees, and past-due amounts, whether recurring or one-time and whether fixed or varying in amount, and to initiate credit entries for refunds and debit or credit entries to correct errors. KTF may use this authorization as the Shop's primary payment method or when a charge to another payment method fails. This authorization is part of these Terms, requires no separate form, and is given for business (CCD) entries under the NACHA Operating Rules. It remains in effect until all amounts due are paid and the Shop revokes it by written notice to KTF under Section 48.3, allowing reasonable time for KTF to act on the revocation; revocation does not relieve the Shop of any amount due. The Shop represents that the account is a business account it is authorized to debit. If the account is used primarily for personal, family, or household purposes, KTF will give any notice of varying amounts that applicable law requires. KTF will retain a record of this authorization for the period the NACHA Operating Rules require.
11.7 Withholding of credits and refunds. While any amount is past due, KTF may withhold any credit, refund, or other amount KTF owes the Shop and apply it to the past-due amount. This Section applies only to amounts payable by KTF. It does not permit KTF to hold, control, or redirect Shop or client funds held by any payment provider.
12. Changes to Fees
12.1 Price changes. KTF may change the fees for the Services at any time upon seven (7) 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. Changes to plan structure, tiers, the features included in a plan, or the metric on which fees are based (such as artist count, locations, or usage) are fee changes under this Section.
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 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, and will include instructions for cancelling.
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 KTF without cause under Section 42.4, or by KTF at the direction of a payment, banking, or regulatory partner under Section 42.3 where the termination is not attributable to the Shop's breach or misconduct;
(b) credit of an instant funding fee under Section 35.12; and
(c) 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. Shop ownership and control are subject to individuals' rights under applicable privacy law and any underlying intellectual property rights; they do not transfer ownership of KTF's account administration records or give a Shop access to private credentials. User Account Data is governed by Section 17.9 and the Privacy Policy, rather than the broad Shop Data permissions in this Section.
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 providers to process information on its behalf in delivering the Services, including cloud hosting, document extraction, transactional messaging, embedded marketing delivery, analytics and error monitoring, and customer support. KTF will instruct them to process only the permitted information for the permitted purposes, require written confidentiality and data protection obligations no less protective than those applicable to the processing, and take the reasonable assessment, oversight, and remediation steps required by the Data Processing Addendum and applicable law. KTF undertakes those obligations itself; it does not guarantee a provider's performance or compliance, assume the provider's contractual obligations, or voluntarily agree to answer for the provider's conduct as its own. The Marketing Provider is subject to the same allocation. A provider's role follows its actual processing and applicable law. Mandatory responsibility for providers remains where law requires it; all monetary claims between the parties are subject to Section 39, including the provider exclusion in Section 39.8.
17.5 Services the Shop selects. A third-party service that the Shop independently engages to process on the Shop's instructions, rather than on KTF's behalf, operates under its own agreement with the Shop for that processing. The Shop is responsible for that recipient's use of data after authorised delivery. KTF does not guarantee the recipient's acts, omissions, availability, performance, security, or handling of data. KTF's own express obligations and any nondelegable legal duties remain, with monetary liability governed by Section 39.8 and the other applicable provisions of Section 39. A provider's role is determined by its actual processing, not merely by whether the Shop enables a feature; Sections 17.4 and 17.6 govern processing it performs in those other capacities.
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. The KTF Data Processing Addendum is incorporated into the Shop's agreement and governs Client Data, Artist Data, and any other personal information KTF processes on the Shop's behalf. KTF will make the applicable version available for review, saving, and printing before the Shop accepts it with these Terms under Sections 3 and 47, and will retain the accepted version with the acceptance record. An Individual User's personal acceptance does not bind a Shop to the Addendum. Posting a revised Addendum does not replace any separate consent required by law.
17.9 Individual accounts and consents. KTF determines how User Account Data is processed to administer accounts and authorised Shop access, authenticate users, operate and secure the Services, provide support, record acceptances and preferences, communicate with users, and comply with law, as described in the Privacy Policy. This is separate from processing Client Data and Artist Data on the Shop's behalf. Neither a Shop's acceptance nor an Individual User's acceptance transfers the Shop's records to that user or replaces a notice or separate consent required from an affected person for a particular use of personal information.
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.
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. KTF also provides notices to affected individuals or authorities where applicable law requires KTF to do so. Notification is not an acknowledgment of fault or liability.
18.3 Account security responsibilities. The Shop is responsible for configuring its users' permissions appropriately. The Shop and each Individual User are responsible for the security of their respective devices, networks, and credentials.
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 and each Individual User acknowledge 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.
19.5 Remedies and liability. Liability for a breach of this Section is subject to Section 39, including its damages exclusions, aggregate cap, and express exceptions. Treating a privacy or security incident as a breach of confidentiality does not by itself remove those limits.
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 or an Individual User except the applicable limited license in Section 5.1. Nothing in this Section transfers an individual's underlying rights in their own content or limits their statutory personal-information rights. 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, Zero Processing 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 or Individual User, as applicable, and will accept counter-notifications as provided by the statute. KTF may terminate the accounts of repeat infringers.
20.4 Business brand assets and publicity. The Shop grants KTF and its affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, display, and distribute the Shop's business names, trade names, trademarks, logos, storefront and location photographs, and factual business information such as address, hours, and website ("Business Brand Assets") to identify the Shop as a customer and to market and promote KTF and the Services in any media. KTF may obtain Business Brand Assets from public sources, including the Shop's website, social media profiles, and business listings. The Shop represents that it has the rights needed to grant this license. This license does not extend to artwork, flash, or portfolio images, which remain subject to Section 20.2.
20.5 Client images and identifiable individuals. The license in Section 20.4 covers Business Brand Assets 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.
20.6 Individual profile content. An Individual User or the applicable rights holder retains intellectual property rights in content the user supplies for their profile. The user grants KTF a non-exclusive, worldwide, royalty-free license to host, store, reproduce, adapt for display, and transmit that content as needed to provide the Services within the authorised Shop relationship and the visibility the user selects where the Services offer a choice. The user must have the rights needed to supply that content. This license does not authorise separate KTF marketing use under Section 20.5, grant access after the Shop relationship ends, or transfer ownership of the Shop's records.
20.7 Disputes over content ownership. Ownership of and rights in artwork, flash, portfolio images, and other content uploaded to the Services are matters solely between the Shop, its artists, and any other rights holders. KTF does not determine, and has no obligation to resolve, any dispute over who owns or may use such content. KTF may act on the instructions of the Shop's authorised representative regarding the Shop's account and on notices received under Section 20.3, and has no liability to any person for doing so.
21. Prohibited Conduct
The Shop and each Individual User 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 a Shop or Individual User provides suggestions, ideas, or feedback regarding the Services, KTF may use them without restriction, obligation, attribution, or compensation. The provider of the feedback 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, User Account 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 and each Individual User acknowledge that a breach of their obligations under Part IV or Part V would cause KTF irreparable harm for which monetary damages would be an inadequate remedy, and agree 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 under this Section may be brought in court as provided in Section 44.6 and are not subject to the informal resolution requirement in Section 44.1.
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.
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.
31.3 Provider dependency and allocation of risk. KTF may change, suspend, or replace the Marketing Provider, subject to the provider information provisions in the Data Processing Addendum. KTF does not warrant or guarantee the Marketing Provider's acts, omissions, availability, performance, security, or handling of data. KTF will perform its own provider-contracting, oversight, and other obligations under Section 17.4 and the Addendum, and retains any responsibility applicable law makes nondelegable. Monetary claims involving the Marketing Provider are subject to Section 39.8, with the other provisions of Section 39 applying where specified there. A provider's separate processing for its own regulatory purposes is governed by Section 17.6.
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 KTF's merchant processing partner, 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 described 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 Point-of-sale pricing programs. The Shop elects whether to operate a surcharge, dual pricing, or cash discount program, and selects its settings, including program type, rates, card brands and products, and the states and locations where it applies. Any surcharge is imposed by the Shop as its own charge. The Shop is solely responsible for compliance with card network rules and applicable law governing its program, as amended from time to time, including: (a) giving any advance notice or registration the card networks or its acquirer require before it begins surcharging; (b) limiting any surcharge to the amount and card types the rules permit, and not surcharging debit or prepaid cards; (c) required signage, checkout disclosure, and receipt disclosure; (d) treating card brands consistently where the rules require it; and (e) state and local restrictions.
KTF provides configuration tools for these programs. The Shop is responsible for reviewing and approving its configuration, receipt text, and signage before use, and continued use constitutes approval. Card-type identification in the Services relies on issuer and card-network data that may be incomplete or inaccurate; KTF does not warrant that any card will be correctly identified as credit, debit, or prepaid. KTF does not advise on whether any program is lawful or compliant.
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. Financing and Instant Payout
36.1 Providers and roles. Business loans ("Loans") and instant payout of card revenue ("Instant Payout"), where available through the Services, are provided by a third-party financing provider and its financial partners (the "Financing Provider") under KTF's agreement with the Financing Provider. KTF is not a lender. KTF does not take or process loan applications independently, negotiate or arrange loan terms, determine eligibility or pricing, make credit decisions, fund or service Loans, or act on the Shop's behalf in obtaining credit. The Financing Provider and its financial partners set all eligibility criteria and pricing and make all credit decisions under their own terms with the Shop. Loans are repaid from the Shop's card revenue as provided in the Shop's agreement with the Financing Provider. KTF does not receive, hold, or transmit Loan proceeds, Loan repayments, or Instant Payout funds. Any estimated financing amount shown in the Services is generated by the Financing Provider and displayed as returned; KTF does not calculate, adjust, or determine it, and it is subject to the Financing Provider's full underwriting, which 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 Financing Provider. 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 Provider 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 in the Services at the point of request. The Financing Provider may use information it receives to provide and secure its services, comply with law and with its financial partners' and regulators' requirements, build and train underwriting and credit models, and prevent fraud and financial loss. The Financing Provider has agreed with KTF not to sell or lease personal information it receives from KTF.
36.3 Compensation. KTF is not a party to any Loan agreement between the Shop and the Financing Provider. KTF may receive compensation from the Financing Provider in connection with Loans and Instant Payouts. KTF does not set, negotiate, or influence Loan or Instant Payout pricing.
36.4 Opt-in and scope of authorisation. KTF will not transmit the Shop's data to the Financing Provider 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 Provider's agreement with the Shop 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.
36.8 Instant Payout. Instant Payout lets the Shop access an eligible portion of its card revenue before standard settlement, for the fee shown in the Services when the Shop requests a payout. The Financing Provider generally attempts to settle an Instant Payout within approximately thirty (30) minutes of the request, but some payouts may take longer to be credited depending on the receiving bank. Card revenue not accessed through Instant Payout is paid out through standard settlement. KTF does not guarantee any payout time.
37. Other Integrations
The Shop may enable additional third-party integrations other than those addressed in Part VI-B and Sections 34 through 35. Enabling an integration constitutes the Shop's instruction to transmit the data identified for it, subject to any separate consent required by law. Independently engaged services operate under Section 17.5 and their own agreements; providers processing on KTF's behalf are subject to Section 17.4 and the Data Processing Addendum. KTF does not guarantee an integration provider's performance. A provider's role follows its actual processing. KTF's own express obligations and nondelegable legal duties remain, while monetary claims are governed by Section 39.8 and the other applicable provisions of Section 39.
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, KTF WILL NOT BE LIABLE FOR ANY DIRECT, 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. TO THE EXTENT KTF IS LIABLE NOTWITHSTANDING SECTION 39.1, AND EXCEPT AS PROVIDED IN SECTION 39.3, KTF'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY THE SHOP TO KTF IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED U.S. DOLLARS (US$500).
39.3 Exceptions. The limitations in Sections 39.1, 39.2, and 39.8 do not apply to: (a) KTF's fraud, gross negligence, or willful misconduct; or (b) liability to the extent applicable law prohibits its exclusion or limitation. A breach of confidentiality, privacy, or data security obligations is not, by itself, an exception to those limitations.
39.4 Shop liability. The limitations in this Section limit KTF's liability only. They do not limit the Shop's liability, including for amounts owed under Part III, breach of Part V, or its indemnification obligations.
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 three 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. For a claim involving an Individual User, the reference to fees paid by the Shop means fees paid by the Shop through whose account the relevant use occurred; if the claim involves more than one Shop, only the fees of those Shops are counted. Where a claim arises from a continuing event, the three-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 and each Individual User acknowledge that the fees reflect this allocation of risk and that these limitations are an essential basis of the agreement.
39.7 Confidentiality, privacy, and data security claims. Section 39.8 governs monetary claims involving third-party providers. For liability not excluded under that Section, and subject to the express exceptions in Sections 39.3 and 39.4, the damages exclusions in Section 39.1 and the aggregate cap in Section 39.2 apply to confidentiality, privacy, data protection, and security claims under these Terms, the Privacy Policy, the Data Policy, and the Data Processing Addendum. This applies regardless of whether a claim is pleaded in contract, negligence, breach of confidentiality, statute, or another theory. The same aggregate cap applies across those documents; each document, duty, provider, or legal theory does not create an additional cap. These provisions allocate monetary liability between the parties, do not reduce their substantive processing or security obligations, and do not limit an authority's powers, rights of a person who is not bound by them, or any liability or remedy that cannot lawfully be limited. They do not bar non-monetary relief otherwise available under applicable law.
39.8 Third-party providers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 39.3, KTF WILL NOT BE LIABLE TO THE SHOP OR ANY INDIVIDUAL USER FOR MONETARY LOSS, DAMAGE, COST, OR EXPENSE TO THE EXTENT ARISING FROM THE ACTS, OMISSIONS, FAILURES, OR SERVICES OF A THIRD-PARTY PROVIDER, VENDOR, SUBCONTRACTOR, OR CONNECTED SERVICE. THIS INCLUDES OUTAGES, DELAYS, FAILED OR MISDIRECTED MESSAGES OR PAYMENTS, DATA LOSS, SECURITY INCIDENTS, UNAUTHORISED DISCLOSURE OR USE, AND A PROVIDER'S BREACH OF CONTRACT OR LAW. THE EXCLUSION INCLUDES CLAIMS BASED ON KTF'S OWN ORDINARY NEGLIGENCE IN SELECTING, RECOMMENDING, ENGAGING, INTEGRATING, CONFIGURING, INSTRUCTING, SUPERVISING, MONITORING, OR RETAINING THE PROVIDER, AND CLAIMS FOR BREACH OF KTF'S CONTRACTUAL DUTIES RELATING TO THAT PROVIDER. IT APPLIES WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT, VICARIOUS LIABILITY, STATUTE, OR ANOTHER THEORY, AND WHETHER KTF OR THE SHOP SELECTS THE PROVIDER OR KTF EMBEDS, RESELLS, OR BILLS FOR ITS SERVICES.
Mandatory duties and express remedies. This exclusion does not authorise unlawful processing or remove KTF's express processing, security, contracting, oversight, or remediation duties. It does not exclude liability for KTF's fraud, gross negligence, or willful misconduct, reduce an indemnity KTF expressly gives under these Terms, or override responsibility or liability that applicable law makes nondelegable or nonwaivable. It does not limit a regulator's powers, bind anyone who has not agreed to it, bar non-monetary relief otherwise available by law, or remove a refund or credit expressly promised in the agreement. KTF does not give an additional guarantee or indemnity for a provider merely by making its services available. KTF retains any statutory defence or protection from liability available on the actual facts.
Fallback limitation. If the provider exclusion is unenforceable or inapplicable to a claim, the separate damages exclusions and aggregate cap in Sections 39.1 and 39.2 apply to the extent permitted by law, subject to Sections 39.3 through 39.5. Any invalid portion of the exclusion is severable under Section 48.5. Failure of the exclusion does not by itself invalidate the cap or other enforceable limits, and no additional cap arises for each provider or claim.
39.9 Unauthorized access. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 39.3, KTF WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, ANY ACCOUNT, OR THE INFORMATION CONTAINED IN THEM. This Section does not limit any notice KTF is required by law to give or any duty applicable law makes nonwaivable.
40. Indemnification
40.1 By the Shop. The Shop will defend, indemnify, and hold harmless KTF, its affiliates (including Keep The Fees LLC), 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, including any fine, assessment, or other charge imposed by a card network, acquirer, or payment provider in connection with them.
40.2 Procedure. KTF will give the Shop notice of a claim within a reasonable time after becoming aware of it; delay relieves the Shop only to the extent it is materially prejudiced. The Shop will defend the claim with counsel reasonably acceptable to KTF. KTF may participate with its own counsel at its own expense, or assume control of the defence at the Shop's expense if the Shop does not promptly assume it or if KTF reasonably determines the claim may affect its business, systems, or other customers. The Shop may not settle any claim in a manner that imposes any obligation, admission, or restriction on KTF without KTF's prior written consent.
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 [Reserved.]
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. KTF is not liable to the Shop or any other person for any suspension or termination of the Services, or for any deletion of data in accordance with Section 43.
42.6 Individual access. An Individual User may stop using the Services and request deactivation through the account controls provided or by contacting KTF. KTF may suspend or terminate an Individual User's access for a material breach of their obligations, a security threat, or a legal requirement. Access through a Shop also ends when that Shop's subscription or authorisation ends. Without another active, authorised Shop relationship, the user has no continuing right to platform access. Ending individual access does not cancel the Shop's subscription, erase the Shop's records, or prevent requests under the Privacy Policy.
43. Data Export and Deletion
43.1 Export on request. Within fourteen (14) days following termination, the Shop may request an export of its Shop Data, Client Data, and Artist Data. KTF will use commercially reasonable efforts to 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. After the request period in Section 43.1 ends, KTF has no obligation to retain the Shop's data and may delete it at any time. KTF will delete or de-identify Client Data and Artist Data when it is no longer reasonably necessary for the purposes permitted by these Terms, 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.
43.4 Individual and supporting records. User Account Data, electronic agreements, and supporting acceptance and audit information actually captured by the Services are retained for the duration of the relevant service relationship and handled as described in the Privacy Policy and E-Sign Disclosure. A record of a user's activity for a Shop may remain with that Shop's records after the user's access ends. After the relevant relationship ends, the export and deletion provisions and the limited retention exceptions in those policies apply. Individuals may request their own personal information or retained acceptance records from KTF, subject to verification and the rights of others; this does not provide a right to export a Shop's records without authority.
Part X: Dispute Resolution and General Terms
44. Dispute Resolution
44.1 Informal resolution. Before commencing arbitration or a small claims action, a party must send the other a written notice describing the dispute and the relief sought, and the parties will attempt in good faith to resolve it informally for sixty (60) days after the notice is received. Notices to KTF must be sent as provided in Section 48.3. Any limitation period is tolled during this period. This requirement does not apply to claims under Section 44.6 or to KTF's actions to collect unpaid fees in small claims court.
44.2 Binding individual arbitration. Except as provided in Sections 44.5 and 44.6, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between KTF and a Shop or Individual User, including any dispute about the scope, enforceability, or validity of these Terms or this Section 44, will be resolved exclusively by final and binding arbitration before a single arbitrator administered by National Arbitration and Mediation under its Comprehensive Rules and Procedures, or by the American Arbitration Association under its Commercial Arbitration Rules if National Arbitration and Mediation is unavailable. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs this Section. Hearings will be conducted remotely unless the arbitrator determines an in-person hearing is required, in which case it will take place in Palm Beach County, Florida. Administrator and arbitrator fees are payable as provided in the administrator's rules. The arbitrator may award any individual relief a court could award, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration and any award are confidential except as needed to enforce or challenge the award or as required by law.
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, WHETHER IN COURT OR IN ARBITRATION. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. This Section is a material and independent term. If this Section is found unenforceable as to any claim, that claim will proceed in court under Section 44.7 and not in arbitration, and the remainder of Section 44 remains in effect.
44.5 Small claims. Either party may bring an individual claim in small claims court in the county of the Shop's principal place of business or in Palm Beach County, Florida, if the claim qualifies, for as long as it remains in that court on an individual basis.
44.6 Court relief. Either party may seek injunctive or other equitable relief in court to protect its intellectual property, confidential information, or the security or integrity of the Services, including under Section 25, without first arbitrating.
44.7 Court venue. Any proceeding permitted in court under this Section 44, or to compel arbitration or enter judgment on an award, will be brought in the state or federal courts located in Palm Beach County, Florida, except small claims actions under Section 44.5. Each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.
44.8 Mass filings. If twenty-five (25) or more substantially similar demands for arbitration are filed against KTF by or with the assistance of the same or coordinated counsel or entities, the administrator's mass-filing rules apply, the parties will select up to ten (10) demands (five per side) to proceed first, and the remaining demands will be stayed, with limitation periods tolled, until those demands are resolved and the parties have mediated the remainder in good faith. Remaining demands will then proceed in batches of up to fifty (50) per arbitrator.
44.9 Opt-out. A Shop or Individual User may opt out of the arbitration agreement in Section 44.2 by sending written notice to KTF under Section 48.3 within thirty (30) days after first accepting these Terms, stating its name, account email, and intent to opt out. An opt-out applies only to the party that sends it. If a party opts out, disputes will be resolved in court under Section 44.7, and Sections 44.3 and 44.4 continue to apply.
44.10 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 arbitration or 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 arbitrator or 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 and the incorporated KTF policies at any time. KTF will notify each affected Shop and Individual User of material changes through the Services or by email. Revised documents take effect when the notice is sent, or on any later date stated in it, and non-material changes take effect on posting. Changes to Section 44 do not apply to any dispute that arose before the change takes effect. Continued use of the Services on or after the effective date constitutes acceptance of the revised documents. The revised documents supersede earlier agreements as provided in Section 4.
47.2 What is material. A change is material if it would reasonably be expected to affect the relevant Shop's or Individual User's rights or obligations in a substantive way, including changes to data rights, liability, indemnification, or dispute resolution. Corrections or clarifications are non-material only if they do not change substantive rights or obligations. Adding an optional feature is non-material only for a party whose rights, obligations, and data uses are unaffected. Any new obligations or data uses must be disclosed to the affected party, and any separate consent required by law obtained, before they apply.
47.3 Relationship to Section 12. Changes to the fees payable for the Services, including the plan-structure and billing changes described in Section 12.1, are governed by Section 12. Other changes to these Terms are governed by this Section.
47.4 Optional affirmative acceptance; declining a change. KTF may, at its option, require a Shop or Individual User to affirmatively accept revised documents, in the capacities described in Section 3, before continued use of the Services. A Shop or Individual User that does not agree to a change must stop using the affected Services, and the Shop may cancel its subscription under Section 13.3. Declining a change does not entitle the Shop to a refund.
47.5 Record. KTF maintains the acceptance information described in Section 3.3 and makes retained versions available in a form that can be saved or printed, through the Services or on request to [email protected]. A separate confirmation email is not a condition of acceptance. Access and retention are governed by Section 43 and the E-Sign Disclosure.
47.6 Separate privacy and transaction choices. Acceptance of these Terms or acknowledgment of a policy does not itself provide consent where applicable law requires a separate, specific choice, including for marketing, particular uses of sensitive information, or materially different uses of previously collected personal information. KTF obtains any such consent it requires from the relevant person before the processing begins. The Shop remains responsible for consents it must obtain under Section 17.7. Optional consents are not a condition of unrelated platform use, and separate payment or Connected Service authorisations remain governed by their own terms.
48. General
48.1 Account authority and transfers. The Shop is responsible for designating which of its users may accept these Terms and changes on its behalf, approve commercial terms and payment configurations, and request Shop data exports. KTF may rely on a user's designated authority, the apparent authority of a user holding an administrative role, and a user's representation that they may bind the Shop. Being an artist, holding a login, or accepting personally does not confer that authority. Each Individual User remains responsible for their own acceptance and personal choices.
Where a Shop is sold, its owners separate, or control of an account is otherwise disputed, KTF is the sole arbiter of who may access and control the account. KTF may suspend, restrict, or transfer access, or terminate the account, in its sole discretion, and its decision is final and binding on all parties as to platform access, notwithstanding Section 44. KTF has no liability for any decision made under this Section. 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 ownership of, or continued platform access to, the Shop's records.
48.2 Assignment. A Shop or Individual User may not assign their agreement with KTF, in whole or in part, without KTF's prior written consent. KTF may assign the agreement without consent, including in connection with a merger, acquisition, reorganisation, or sale of assets, and will notify the affected Shop or Individual User. Any purported assignment in violation of this Section is void.
48.3 Notices. Notices to a Shop or Individual User may be given through the Services or by email to that recipient's account email address, subject to any delivery method or timing required by applicable law. A notice to a Shop is directed to its authorised representative; notice to an Individual User is directed to that user. Notices are effective when sent or made available to the intended recipient through the Services, but delivery does not constitute acceptance or change the effective-date rules in Section 47. Notices to KTF may be given by email to [email protected] or by mail to Zero Processing 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, subject to the applicable processing periods disclosed in these Terms or policies.
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.
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; the obligations under the Data Processing Addendum for as long as KTF or its providers retain Shop Personal Information as defined there; and Part X. No other licence, operational right, marketing right, or recurring fee obligation survives termination.
48.10 Communications from KTF. The Shop, on its own behalf and for its authorised users, and each Individual User consents to receive communications from KTF, including email, text messages, calls, and push notifications to the contact details provided to KTF, about accounts, transactions, security, support, and the Services, which may be sent using automated technology. Marketing texts and calls are sent only with the recipient's separate consent, which is not a condition of using the Services and may be withdrawn by replying STOP or by contacting KTF. Message and data rates may apply.
49. Contact
Zero Processing Fees LLC d/b/a Keep The Fees
3748 Coventry Lane
Boca Raton, FL 33496