KINOS Business Terms of Service

Version: 2026-10-02-v1

Effective when first published for production use.

1. Parties and acceptance

These Terms govern the business use of KINOS by your gym, school or other organization ("Customer", "you") and its authorized staff. The service is provided by Keptly Software Inc., Alberta, Canada ("Keptly", "we", "us").

By accepting these Terms on behalf of Customer, you confirm that you have authority to bind that organization. Staff may use KINOS only within their authorization. Customer is responsible for managing staff access and their use of its workspace. These business Terms do not replace the gym's membership agreement, privacy notices or member waivers.

2. Service and accounts

KINOS provides software for school administration, including member records, scheduling, attendance and billing integrations. Subject to these Terms, Customer may use the available features for its own business during its subscription. Keptly retains ownership of KINOS and its software and intellectual property.

Keep account information accurate, protect credentials, assign appropriate access and promptly notify us of suspected unauthorized use. Do not misuse the service, access another customer's information, bypass access controls, upload unlawful content, distribute malware or interfere with service security or operation.

Features and regional availability may vary. A feature described as planned is not a commitment to deliver it. We do not guarantee an uptime percentage or support response or resolution time. We will use reasonable efforts to operate the service and address reported problems. Maintenance and interruptions may occur.

3. The gym's services and member payments

Customer, not Keptly, provides the gym's instruction, facilities, memberships and other goods or services. Customer sets and communicates its prices, membership conditions, refund and cancellation policies, and is responsible for member complaints, refunds, chargebacks and disputes relating to those services.

KINOS facilitates payment workflows; Keptly is not the seller of Customer's gym services. Customer is responsible for complying with applicable payment-provider terms and obtaining any required payment authorizations, including debit mandates. Third-party processing fees and obligations are separate from KINOS platform fees. Canceling KINOS does not itself cancel Customer's member subscriptions or refund member payments. Customer must manage those arrangements with its payment provider and members, including before losing operational access to KINOS. This allocation does not excuse Keptly's own breach or legal obligations.

4. Platform fees and billing

KINOS platform subscriptions are billed monthly in CAD, in arrears, based on daily billable active-member usage. One platform subscription covers the organization's locations. Member-commerce currency is separate from platform subscription currency.

The pricing schedule presented and accepted during signup describes the billable member definition, daily calculation, free threshold and tiers. Applicable taxes are additional. A free threshold does not remove any disclosed billing-setup requirements. Invoice and usage records are available through the billing surface.

Billing calendar days and month boundaries use America/Edmonton. A partial service month is rated using daily usage and the number of calendar days in that month, not a full-month minimum. Final billing and collection normally follow month-end. Invoice due dates are shown on invoices. By completing payment setup, Customer authorizes collection of amounts due through the selected method, subject to the applicable authorization and payment-provider requirements.

We may correct billing errors and issue appropriate credits or corrected charges. Please report suspected errors promptly to info@kinos.fit. Fees for usage already incurred are generally non-refundable, except for billing errors, refunds required by law or refunds Keptly chooses to grant. This does not override the cancellation-day waiver below.

Price increases require at least 30 days' advance notice and take effect at the start of a billing month. Customer may cancel before an increase takes effect.

5. Cancellation and final charges

Customer may cancel through the account's cancellation function without a termination fee. Cancellation ends operational access immediately. Charges stop at the end of the last full calendar day before cancellation, measured in America/Edmonton. The cancellation day is waived, even if the service was used earlier that day. Cancellation on the first service day creates no billable service day for that subscription.

The final invoice follows the normal month-end billing schedule and covers usage already incurred, subject to applicable credits and disclosed small-balance handling. Cancellation does not erase existing debts, prevent correction of earlier billing errors or automatically delete Customer's records.

For 30 days after cancellation, authorized owners and organization administrators retain a dedicated read-only recovery page for downloading Customer Data and retained uploaded documents. This does not reopen the operational staff app. Operational actions such as new attendance, scheduling and sales are no longer available. Billing access continues as needed to address outstanding invoices. Export access must not depend on paying an outstanding invoice.

6. Suspension

Keptly may suspend access for nonpayment, material misuse, fraud, security threats or legal requirements. For ordinary issues, we will provide notice and a reasonable opportunity to resolve them. Urgent security risks or legal requirements may require immediate restrictions, with notice as soon as reasonably possible.

For unpaid platform invoices, operational access may be suspended no earlier than 14 calendar days after the invoice due date. We will send reminders. Billing and data-export access remain available during nonpayment suspension. Where security or law prevents normal access, we will provide a safe alternative when permitted. We will restore access when the cause is resolved, subject to lawful restrictions.

New platform usage fees do not accrue while operational access is suspended, whether for nonpayment, security, abuse or legal requirements. Previously incurred charges remain payable; suspension does not forgive existing debt or prevent correction of earlier billing errors. The suspension day is waived, using America/Edmonton calendar days. Normal daily usage billing resumes on the day operational access is restored, with no hourly proration. If suspension and restoration occur on the same calendar day, the suspension-day waiver takes precedence for that day.

Suspension is not cancellation and does not itself delete records. If a suspension remains unresolved, Keptly may terminate the account after giving Customer at least 30 days' written notice of the proposed termination and an opportunity to resolve the underlying issue. The notice will identify the issue, how to seek resolution and the proposed termination date.

When termination takes effect, Customer receives the same 30-day read-only export window described in section 5. Termination does not trigger immediate deletion or restart usage charges paused during suspension. Existing balances remain payable, and billing access remains available as described above. Where security or legal restrictions prevent normal export access, we will provide a safe alternative when permitted.

7. Customer Data and permissions

Customer retains its rights in member records, uploaded content and other data it provides ("Customer Data"). Individuals retain their applicable privacy rights; describing Customer's rights does not make personal information unrestricted property.

Customer permits Keptly and its service providers to process Customer Data as necessary to provide, secure and support KINOS, including required service communications and lawful retention. This permission does not transfer ownership.

Customer must have the rights and lawful authority required to supply the data, instruct its processing and communicate with its members. Customer is responsible for required notices and member or guardian permissions, including any required permissions for face check-in. Customer must not enable biometric features where their use is unlawful. Keptly remains responsible for its own privacy and security obligations; Customer's permission does not waive those obligations.

Our Privacy Policy at https://kinos.fit/privacy describes our handling of personal information. Any separately executed data-processing agreement supplements these Terms for its subject matter; it does not authorize unrelated data uses.

8. Restricted uses and aggregate statistics

Keptly will not sell identifiable Customer Data or use identifiable gym or member data for its own advertising or marketing. This does not prevent essential service emails, authorized gym-directed communications, or separately opted-in product news for gym owners.

Keptly may create and use de-identified aggregate statistics for internal analytics, product improvement and published industry benchmarks, provided those statistics do not identify, or reasonably permit identification of, an individual or gym. We will not attempt to re-identify them or publish small-group results that expose individuals or gyms. Properly de-identified aggregates may be retained after the underlying Customer Data is deleted.

This permission does not allow Keptly to sell datasets or use Customer Data or derived aggregate datasets to train general-purpose AI models. Any proposed change requires a separate decision, appropriate notice and whatever consent or agreement applicable law requires; these Terms do not grant advance permission.

9. Export, deletion and retention

After the 30-day post-cancellation or post-termination export period, operational Customer Data becomes eligible for deletion. The end of that period does not mean all copies have been erased. These Terms do not guarantee a fixed deadline for operational deletion or backup expiry. Backup copies may remain after operational deletion; backup expiry is not currently automated. Records necessary for applicable legal/accounting requirements and documented legal holds are retained separately for those purposes. Retained personal information remains protected and is not repurposed for marketing.

Customer should export needed records during the available period. Cancellation must not automatically trigger premature deletion of an operational tenant or records still within the export period. De-identified aggregates satisfying section 8 are separate from retained identifiable records.

Exports exclude system-held authentication credentials, secret keys, biometric templates and other customers' data. Ordinary profile photos are included. Retained face check-in photos require a verified owner's support request and are not included in routine self-service downloads. This does not extend photo retention or make deleted files recoverable. Where an upload was processed and only a derivative is retained, the export identifies that retained version rather than promising the discarded original.

10. Names, logos and publicity

Customer may use KINOS's name and logo to truthfully identify KINOS as its software provider, without implying endorsement or altering the marks misleadingly. Keptly must obtain Customer's permission before featuring its name, logo or testimonial in Keptly's marketing. Other rights in each party's marks are reserved.

11. Warranties and limitations of liability

To the maximum extent permitted by applicable law, KINOS is provided "as is" and "as available". Except for express commitments in these Terms, Keptly disclaims implied warranties and conditions, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant uninterrupted or error-free operation. These disclaimers do not override obligations that cannot lawfully be excluded.

To the maximum extent permitted by law, Keptly is not liable for lost profits, lost revenue, loss of business opportunity, business interruption or indirect, special, incidental, consequential or punitive damages arising from these Terms or KINOS, whether a claim is based in contract, tort (including negligence) or another legal theory, even if advised that such losses were possible.

Subject to mandatory legal exceptions, Keptly's aggregate liability for all claims arising from these Terms or KINOS will not exceed the greater of CAD $100 or KINOS platform fees actually paid by Customer in the three months immediately preceding the event giving rise to the claim. Member payments processed for Customer and taxes are not platform fees. Related claims arising from the same event or series of events are treated together, using the first event in that series.

Nothing excludes or limits liability that applicable law does not permit to be excluded or limited.

12. Claims arising from Customer's conduct

Customer will indemnify Keptly against third-party claims, damages and reasonable defence costs to the extent caused by Customer's unlawful conduct, infringement by Customer-provided content, or provision of its gym services. This does not cover losses to the extent caused by Keptly's own wrongdoing or breach. Keptly must promptly notify Customer, reasonably cooperate and allow Customer to control the defence using suitable counsel. Customer may not settle a claim by admitting fault for Keptly or imposing obligations on it without Keptly's written consent.

13. Changes and notices

Material changes to these Terms require at least 30 days' advance notice. Customer may cancel before they take effect. Urgent security or legally required changes may take effect sooner, with notice as soon as reasonably possible. Price increases remain subject to section 4. No change retroactively alters accrued charges or resolves an existing claim in Keptly's favour.

We will send material account, billing and Terms notices to Customer's designated contact email. Keep that address current. Material changes require explicit acceptance by Customer's owner or an authorized organization administrator; continued use alone does not count as acceptance. We will request that acceptance before applying material changes to Customer's agreement. These Terms do not authorize automatic lockout for non-acceptance.

For support and legal notices, contact info@kinos.fit. An email notice mechanism does not replace mandatory procedures for serving legal proceedings.

14. Governing law and disputes

These Terms are governed by Alberta law and applicable federal Canadian law. Subject to mandatory law, the parties submit disputes to the exclusive jurisdiction of courts located in Edmonton, Alberta. These Terms do not require arbitration. Nothing removes rights or jurisdictional protections that cannot legally be waived.

15. General provisions

Neither party is the other's agent or partner. If a provision cannot be enforced, the remainder continues to the extent permitted by law. Not enforcing a provision on one occasion is not a waiver of later enforcement. Accrued payment obligations, lawful retention, applicable data-use restrictions, liability provisions and dispute terms survive cancellation to the extent needed to give them effect.

The pricing disclosure accepted by Customer determines platform rates and the billable-member definition. A separately signed agreement controls where it expressly modifies these Terms. The Privacy Policy describes personal-information practices; these Terms do not override applicable privacy rights.