Terms of Service
Last updated: [DATE]
1. About these Terms and what governs your use
The Service is offered as a multi-part product. Some provisions apply to all use of the Service. Others apply only to specific features:
Data Mode is generally available and is the primary feature set during the current early-access period.
Transaction Mode is described in Section 7 and is not yet active. Transaction Mode is governed by these Terms plus the additional terms in Section 7 and any payment-network or processor terms referenced there. Transaction Mode provisions take effect only when Kliio enables Transaction Mode for your account and you separately accept the additional terms.
The following documents are incorporated into these Terms by reference: the Kliio Privacy Policy, the Kliio Data Processing Addendum (“DPA”), the Acceptable Use provisions in Section 8, and any order form, plan description, or written agreement you enter into with Kliio. If there is a conflict, a signed written agreement controls over these Terms, and these Terms control over the Privacy Policy except on matters of personal-data handling, where the DPA and Privacy Policy control.
2. Definitions
“Fan” means an individual whose relationship with you is recorded in the Service, whether or not that individual currently pays you.
“Fan Record” means the unified, structured record of a Fan that the Service maintains on your behalf, including identity, entitlement, subscription, and behavioral data aggregated across the Platforms you connect.
“Ledger” means the structured store of your Fan Records and associated transaction and entitlement history within the Service.
“Platform” means a third-party service you connect to the Service through an integration (for example, an email, membership, commerce, or community platform).
“Channel” means your presence or account on a particular Platform.
“Data Mode” means the feature set that ingests, unifies, and makes portable your Fan Records without Kliio processing payments.
“Transaction Mode” means the feature set, when enabled, through which you act as merchant of record for payments to your Fans using a third-party payment processor, as described in Section 7.
“Creator Data” means all data you provide to, or that the Service collects on your behalf from connected Platforms, including Fan Records, Ledger data, and any personal data of your Fans.
“Service” means the Kliio software, applications, integrations, APIs, and related services made available by Kliio.
“Early Access Period” means the period during which the Service, or a feature of it, is designated by Kliio as beta, preview, pilot, or early access.
3. Eligibility and accounts
You must be at least 18 years old and able to form a binding contract to use the Service. You must register with accurate information and keep it current. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials. Notify us promptly at [SECURITY EMAIL] if you suspect unauthorized access.
You are responsible for your own users and team members you invite to your account, and for their compliance with these Terms.
4. Early Access Period
The Service, and Transaction Mode in particular, is currently offered during an Early Access Period. You acknowledge and agree that:
The Service is provided “as is” and “as available,” may contain defects, and may change, be interrupted, or be discontinued at any time.
Features, integrations, and data schemas may change during the Early Access Period, including in ways that are not backward compatible. We will use reasonable efforts to give advance notice of material changes that affect your data.
No service-level commitment, uptime guarantee, or support response time applies during the Early Access Period unless stated in a separate written agreement.
You should maintain your own copies of any data you consider critical. The export rights in Section 9 are available to you throughout the Early Access Period.
These Early Access terms supplement, and where they conflict, override, the warranty and availability provisions elsewhere in these Terms for the duration of the Early Access Period.
5. The Service and license
Subject to these Terms, Kliio grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the term.
Kliio is infrastructure. The Service unifies, structures, and makes portable the Fan relationships you already have across the Platforms you connect. Kliio does not host your content, does not control your relationships with your Fans, and (except in Transaction Mode, if and when enabled) does not process payments between you and your Fans.
You may not, and may not permit any third party to: (a) resell, sublicense, or provide the Service to third parties except as expressly permitted; (b) reverse engineer or attempt to derive source code, except to the extent this restriction is prohibited by law; (c) use the Service to build a competing product by copying its non-public features or schemas; (d) circumvent usage limits or access controls; or (e) use the Service in violation of Section 8.
6. Connected Platforms and integrations
The Service works by connecting to Platforms you authorize. You represent that you have the right to connect each Channel and to authorize Kliio to access and process the associated data. Your use of each Platform remains governed by that Platform’s own terms. Kliio is not responsible for Platforms, their availability, their data practices, or changes they make to their APIs or policies. A Platform may suspend, rate-limit, or terminate API access in ways that degrade or interrupt the corresponding integration, and Kliio is not liable for those third-party actions.
You are responsible for ensuring that your connection and use of each Platform through the Service complies with that Platform’s terms.
7. Transaction Mode (staged — additional terms, not yet active)
This Section 7 applies only if and when Kliio enables Transaction Mode for your account and you accept any additional terms presented at activation. Until then, references to payment processing in these Terms are descriptive only and create no obligation.
7.1 You are the merchant of record.
In Transaction Mode, you — not Kliio — are the merchant of record for all transactions with your Fans. You sell your own memberships and offerings directly to your Fans. Kliio provides software that helps you manage entitlements, billing relationships, and Fan Records associated with those transactions.
7.2 Payment processing.
Transaction Mode uses a third-party payment processor (currently anticipated to be Stripe, via Stripe Connect Express or a successor arrangement). Your use of the payment processor is governed by the processor’s own agreement, which you must accept directly with the processor. Your payment-processor account is yours. Kliio does not take custody of your funds, is not a party to the payment relationship between you and your Fans, and does not act as a payment processor, money transmitter, or escrow agent.
7.3 Funds, taxes, refunds, and chargebacks.
You are solely responsible for: pricing; the goods and services you sell; fulfilment; taxes (including collection, reporting, and remittance of any sales, use, VAT, or similar taxes); refunds; disputes; and chargebacks. Kliio does not provide tax, accounting, or legal advice, and the Service is not a substitute for it.
7.4 Compliance.
You are responsible for complying with all laws applicable to your sales, including consumer-protection, auto-renewal, and disclosure laws, and with the rules of the applicable payment networks.
7.5 Fees in Transaction Mode.
Kliio’s fees for Transaction Mode are set out in Section 10 or your order form. Payment-processor fees are charged separately by the processor and are not Kliio’s fees.
8. Acceptable use
You agree not to use the Service to: violate any law or third-party right; upload or process data you do not have the right to process; send unlawful, deceptive, or unsolicited communications; infringe intellectual property; transmit malware or interfere with the integrity or performance of the Service; attempt to gain unauthorized access; or process data of children under the age of 13 (or the applicable minimum age in your jurisdiction) other than as permitted by law.
You are responsible for the lawfulness of the Creator Data you bring into the Service, including having a lawful basis and any required notices or consents to collect, use, and share Fan personal data through the Service.
We may suspend access, with or without notice, where we reasonably believe your use violates this Section or creates risk to the Service, to other users, or to any person. We will use reasonable efforts to notify you and to limit any suspension to what is necessary.
9. Your data, ownership, and portability
9.1 You own Creator Data.
As between you and Kliio, you own all Creator Data, including your Fan Records and Ledger. Kliio claims no ownership of Creator Data. We do not sell Creator Data, and we do not use it to enrich, train, or build products for the benefit of other parties except as expressly permitted in writing by you.
9.2 License to operate the Service.
You grant Kliio a limited license to host, copy, process, transmit, and display Creator Data solely to provide, secure, and improve the Service for you, and as instructed by you. Where the Service processes personal data of your Fans, it does so as your processor under the DPA, on your documented instructions.
9.3 Portability and export (no lock-in).
Kliio is built so that you can leave. Throughout your use of the Service and during the wind-down period in Section 14, you may export your Creator Data, including your Fan Records and Ledger, at any time:
via a one-click, structured export of your core data;
in a non-proprietary, machine-readable format conforming to Kliio’s publicly documented data schema;
using standards-based identifiers, with consent records that travel with the data; and
without export fees, throttling intended to discourage export, or contractual penalty for exporting or migrating.
Kliio commits not to use proprietary formats for core Creator Data and not to condition the return of your data on payment of disputed amounts. If you use a third-party payment processor through the Service, your processor account and its records remain with you.
9.4 Aggregated and de-identified data.
Kliio may generate and use aggregated or de-identified data derived from use of the Service for operating, securing, benchmarking, and improving the Service, provided such data does not identify you or any Fan and is not re-identifiable.
10. Fees and payment
10.1 Early Access pricing.
During the current Early Access Period, the Service is offered free of charge for the features designated as included, with no credit card required, unless your order form states otherwise. Kliio may introduce paid plans at the end of, or following, the Early Access Period. We will give you reasonable advance notice before any charges begin, and you may decline by ceasing use and, if you wish, exporting your data under Section 9.
10.2 Future pricing model.
Kliio’s intended pricing model for paid plans is a flat subscription fee, tiered by Ledger size. Kliio does not charge per-transaction fees, per-event fees, or activation fees for use of the Service. Specific plan pricing will be set out in your order form or plan description when paid plans launch. Payment-processor fees in Transaction Mode (Section 7.5) are charged by the processor, not by Kliio.
10.3 Taxes.
Fees stated by Kliio are exclusive of taxes. You are responsible for any taxes on Kliio fees other than taxes on Kliio’s net income.
11. Privacy and data protection
11.1 Roles.
With respect to personal data of your Fans contained in Creator Data, you are the controller (or business) and Kliio is the processor (or service provider), as those terms are used under applicable data-protection law including the EU/UK GDPR and the California Consumer Privacy Act as amended (“CCPA”). The DPA governs this processing and is incorporated into these Terms.
11.2 Your obligations.
You are responsible for providing all required notices to, and obtaining all required consents or other lawful bases from, your Fans for the collection and processing of their personal data through the Service, and for responding to data-subject and consumer-rights requests, with Kliio’s reasonable assistance as described in the DPA.
11.3 Kliio’s commitments.
Kliio processes Fan personal data only on your documented instructions and for the purpose of providing the Service; does not sell or share (as defined under the CCPA) Fan personal data; maintains reasonable technical and organizational security measures; and supports your compliance through the export, consent-record, and assistance mechanisms described in these Terms and the DPA.
11.4 International transfers.
Where personal data is transferred across borders, the parties will rely on the transfer mechanisms set out in the DPA (for example, the Standard Contractual Clauses), as applicable.
11.5 Security incidents.
Kliio will notify you without undue delay after becoming aware of a personal-data breach affecting Creator Data, as further described in the DPA, so that you can meet your own notification obligations.
12. Intellectual property
Kliio and its licensors own all rights in the Service, including its software, design, documentation, the Kliio name and marks, and the published data schema (other than your Creator Data). Except for the limited rights expressly granted, no rights are granted to you. Feedback you provide may be used by Kliio without obligation to you, but Kliio will not identify you as the source without your permission.
13. Confidentiality
Each party may receive non-public information of the other (“Confidential Information”). The receiving party will use it only to perform under these Terms and will protect it with at least reasonable care. Confidential Information does not include information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. This Section does not limit either party’s rights or obligations regarding personal data, which are governed by Section 11 and the DPA.
14. Term, suspension, and termination
14.1 Term.
These Terms apply for as long as you have an account or use the Service.
14.2 Termination by you.
You may stop using the Service and close your account at any time.
14.3 Termination or suspension by Kliio.
Kliio may suspend or terminate your access for material breach of these Terms (including Section 8), for risk to the Service or others, or if required by law. Except where immediate action is necessary, Kliio will give you notice and, for curable breaches, a reasonable opportunity to cure.
14.4 Wind-down and data return.
Upon termination for any reason, Kliio will, for a period of at least ninety (90) days, continue to make your Creator Data available to you for export under Section 9. After the wind-down period, Kliio may delete Creator Data in the ordinary course, subject to any legal retention obligations and to backup cycles. You may request earlier deletion, subject to the same constraints.
14.5 Survival.
Sections 9, 11, 12, 13, 14.4, 15, 16, 17, 18, 19, and 21 survive termination.
15. Disclaimers
Except as expressly stated in these Terms, the Service is provided “as is” and “as available.” To the maximum extent permitted by law, Kliio disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. Kliio does not warrant that the Service will be uninterrupted, error-free, or secure, or that it will operate in combination with any particular Platform. Kliio is not responsible for the acts, omissions, availability, or data practices of any Platform or payment processor. During the Early Access Period, the disclaimers in Section 4 also apply.
Nothing in these Terms excludes liability that cannot be excluded by law.
16. Limitation of liability
To the maximum extent permitted by law:
Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility.
Kliio’s total aggregate liability arising out of or related to these Terms will not exceed the greater of (a) the amounts you paid Kliio for the Service in the twelve (12) months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100). Because the Service is currently offered free of charge, you acknowledge that the $100 floor is the operative cap during any period in which no fees are paid.
These limitations do not apply to: your breach of Section 8; either party’s indemnification obligations; your payment obligations; or liability that cannot be limited by law. The parties agree these limitations are a reasonable allocation of risk and a basis of the bargain.
17. Indemnification
You will defend and indemnify Kliio against third-party claims, and resulting losses, arising from: (a) Creator Data, including any claim that your collection, use, or sharing of Fan personal data through the Service was unlawful or lacked a required notice, consent, or lawful basis; (b) your breach of Section 8 (Acceptable Use) or Section 6 (Connected Platforms); (c) your sales, products, services, refunds, taxes, or chargebacks, including in Transaction Mode; or (d) your violation of law or third-party rights. Kliio will notify you of the claim, give you control of the defense (subject to its right to participate with its own counsel), and reasonably cooperate. You may not settle a claim in a way that imposes obligations on Kliio without its consent.
18. Dispute resolution; binding arbitration; class-action waiver
Please read this Section carefully. It affects your legal rights, including your right to go to court and to participate in a class action.
18.1 Informal resolution first.
Before starting an arbitration, the parties will try in good faith to resolve the dispute informally for at least sixty (60) days after written notice describing the dispute is sent to the other party.
18.2 Binding arbitration.
Except for the excluded matters below, any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by [JAMS / AAA] under its applicable rules. The arbitration will be seated in [Wilmington, Delaware / other venue], conducted in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
18.3 Class-action waiver.
You and Kliio agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any class or representative proceeding. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in court.
18.4 Exceptions.
Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in court for actual or threatened infringement or misuse of intellectual property or Confidential Information.
18.5 Opt-out.
You may opt out of this arbitration agreement (Sections 18.2 and 18.3) by sending written notice to [LEGAL EMAIL / ADDRESS] within thirty (30) days of first accepting these Terms. Opting out will not affect any other part of these Terms.
19. Governing law and venue
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and, where applicable, the Federal Arbitration Act. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20. Changes to these Terms
Kliio may update these Terms. For material changes, we will give reasonable advance notice (for example, by email or in-product notice) before they take effect. Changes are not retroactive. Your continued use of the Service after the effective date of a change means you accept the updated Terms. If you do not agree, stop using the Service and, if you wish, export your data under Section 9.
21. General
Assignment.
You may not assign these Terms without Kliio’s consent, except to a successor in a merger or sale of all or substantially all of your assets, with notice to Kliio. Kliio may assign these Terms to an affiliate or successor.
Force majeure.
Neither party is liable for delay or failure due to causes beyond its reasonable control, excluding payment obligations.
Notices.
Legal notices to Kliio must be sent to [LEGAL NOTICE ADDRESS / EMAIL]. We may give you notice by email to your account address or by in-product notice.
Entire agreement; severability; waiver.
These Terms, together with the documents incorporated by reference, are the entire agreement between the parties on this subject and supersede prior agreements. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest will remain in effect. A failure to enforce a provision is not a waiver.
Relationship.
The parties are independent contractors. These Terms create no agency, partnership, or joint venture, and no third-party beneficiaries.
Export and sanctions.
You will comply with applicable export-control and sanctions laws and will not use the Service in violation of them.
22. Contact
Kliio, Inc.
1890 Twin Palms Drive
San Marino, CA 91108
hello@kliio.com
© 2026 Kliio · The customer record creators own · We never sell your data