Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and the Keeal legal entity that provides the Service to you. If you are located in the United Kingdom, you contract with Keeal UK Ltd. Otherwise, you contract with Keeal, Inc., a Delaware corporation. References to "we," "us," or "our" mean the Keeal legal entity that provides the Service to you (Keeal UK Ltd in the United Kingdom, or Keeal, Inc. elsewhere), unless the context requires otherwise. "Keeal" as a brand name refers to the Service; it does not by itself mean Microxen Inc..

The Keeal product/platform in the United States is built and supported with technology from Microxen Inc. (https://microxen.com). Microxen Inc. is a technology partner only: it is not the party you contract with under these Terms, it is not the merchant of record for customer payments, and customer card statements / Keeal-issued invoices identify Keeal (via Keeal, Inc.), not Microxen Inc..

These Terms govern your access to and use of the Keeal platform, website, APIs, mobile applications, and all related services (collectively, the "Service").

By creating an account, accessing, or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our SMS Terms, each of which is incorporated herein by reference.

If you do not agree to these Terms, you must not access or use the Service. If you are using the Service on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Description of Service

Keeal is a payments and billing platform for modern businesses—including software companies, agencies, and freelancers—who sell digital products or digitally delivered services. For card and hosted-checkout payments processed through the Service, Keeal is the merchant of record: the customer's card statement, checkout, and invoices issued through Keeal identify Keeal (not the vendor's trade name) as the merchant. Vendors (including contractors and agencies using Keeal) supply the underlying digital product or service and receive net proceeds after fees, reserves, and adjustments. Keeal is not a marketplace that lists third-party storefronts for shoppers to browse; it provides payment, invoicing, and settlement tools for digital use cases as described in our Restricted & Prohibited Businesses policy.

The Service includes, but is not limited to:

• Payment Links— Shareable links that allow clients to make payments without needing an account.
• Professional Invoicing— Creation, delivery, and tracking of invoices with embedded payment capabilities.
• Global Payment Processing— Acceptance of payments from 150+ countries via credit/debit cards, Apple Pay, Google Pay, and other supported methods.
• Currency Exchange— Conversion between currencies at competitive exchange rates for cross-border payments.
• Disbursements— Settlement of earnings to your designated bank account or payout method.
• Dashboard & Analytics— Real-time reporting, transaction history, and earnings management.

3. Eligibility & Account Registration

To use the Service, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction).
• Be capable of forming a binding legal contract.
• Not be a person barred from receiving services under the laws of the United States or any other applicable jurisdiction.
• Reside in or operate from a country or region supported by our Service. See Supported & restricted countries.

When registering, you agree to:

• Provide accurate, current, and complete information.
• Maintain and promptly update your account information.
• Keep your login credentials confidential and secure.
• Accept responsibility for all activity under your account.
• Notify us immediately of any unauthorized access or security breach.

We reserve the right to refuse registration, suspend, or terminate any account at our sole discretion.

4. Identity Verification & Compliance

As merchant of record and operator of the Service, Keeal verifies the identity of its users in accordance with applicable Know Your Customer (KYC), Anti-Money Laundering (AML), and Counter-Terrorism Financing (CTF) laws and regulations, and with requirements of our payment partners.

You agree to:

• Submit valid government-issued identification when requested.
• Provide proof of address, tax identification numbers, or business documentation as required.
• Complete identity verification through our third-party provider (Stripe Identity or equivalent).
• Promptly respond to requests for additional verification information.

Failure to complete verification may result in limitations on your account, withholding of funds, or account termination. We may conduct ongoing monitoring and request re-verification at any time.

5. Fees & Pricing

Keeal operates on a pay-as-you-go model. There are no setup fees, monthly fees, or hidden charges. Service fees are deducted from each transaction before disbursement.

• Fee rates vary by payment method, card type, and geographic region.
• Current fees are displayed on our Pricing page and during transaction creation.
• Currency conversion fees apply to cross-border transactions at the rate displayed at the time of conversion.
• Refund processing fees may apply and are non-refundable.

We reserve the right to change our fees at any time. Changes will be communicated via email or through the Service at least 30 days before taking effect. Continued use of the Service after a fee change constitutes acceptance of the new fees.

6. Payment Processing & Settlements

Keeal processes payments through third-party payment processors, including Stripe, under Keeal's merchant relationship. By using the Service, you also agree to applicable terms of our payment processing partners.

Merchant of record

• For each successful payment through Keeal checkout, payment links, or invoices, Keeal is the merchant of record toward the payer and the card networks.
• Card statements, receipts, and customer-facing invoices generated through the Service identify Keeal, not your individual business name, as the charging merchant.
• You authorize Keeal to market, sell, and collect payment for the digital products or services you configure on the Service, and to settle net amounts to you as a vendor after fees, reserves, refunds, chargebacks, and other adjustments.

Processing

• Payments from customers are processed and held in settlement accounts operated with our banking and payment partners.
• We are not a bank and do not hold deposits as a depository institution. Funds are held by our banking and payment partners.
• You authorize us to initiate debits and credits to your designated bank account for payouts, fees, and recovery of amounts you owe.

Settlement & Disbursement

• Earnings are disbursed after the applicable settlement period, which typically ranges from 2 to 7 business days depending on your account history and risk profile.
• Disbursements are made to the bank account or payout method you designate in your account settings.
• We reserve the right to delay disbursements if we suspect fraudulent or unauthorized activity, or to comply with legal obligations.
• Minimum payout thresholds may apply.

Currency Exchange

When you receive payments in a currency different from your payout currency, we will convert the funds at the exchange rate available at the time of conversion. Exchange rates are determined by our banking partners and include a margin. Rates are displayed transparently before you confirm any transaction.

7. Refund Policy

A plain-language summary of this policy is available on our Refund & Cancellation Policy page.

Keeal operates a strict no-refund policy once funds have been disbursed (paid out) to a contractor or service provider.

No Refunds After Payout

Once a payment has been settled and disbursed to the contractor's bank account or designated payout method:

• The transaction is final and cannot be reversed, refunded, or cancelled through Keeal.
• Keeal has no ability to recall or claw back funds once they have left our settlement system and been deposited into the contractor's account.
• Any dispute regarding the quality, scope, or delivery of services must be resolved directly between the client and the contractor.
• Keeal bears no liability for services not rendered, unsatisfactory work, or disagreements between clients and contractors.

Pre-Payout Refunds

Refunds may only be processed before funds have been disbursed to the contractor, subject to the following conditions:

• Refund requests must be submitted within the settlement window (before payout is initiated).
• Refunds must be initiated by the contractor who received the payment through their Keeal dashboard.
• Original transaction fees and processing fees are non-refundable regardless of whether a refund is issued.
• Partial refunds are permitted, but the remaining balance must cover all applicable fees.
• Keeal reserves the right to deny refund requests that appear fraudulent or that violate these Terms.

Platform Service Fees

All Keeal service fees, transaction processing fees, currency conversion fees, and chargeback fees are non-refundable under all circumstances. This applies even if the underlying payment is later refunded, disputed, or charged back.

8. Disputes & Chargebacks

Chargebacks

A chargeback occurs when a payer disputes a charge with their card issuer. You acknowledge and agree that:

• You are fully responsible for all chargebacks initiated against payments you received, including the disputed amount, chargeback fees, and any associated penalties.
• We will debit the disputed amount plus chargeback fees from your available balance or future earnings immediately upon receiving a chargeback notification.
• If your balance is insufficient to cover the chargeback, a negative balance will be created, which you are obligated to repay (see Section 9: Negative Balance Recovery).
• Chargeback fees assessed by card networks (typically $15–$25 per chargeback) will be passed through to you and are non-refundable regardless of the outcome.
• You will have an opportunity to respond to chargeback claims by providing supporting evidence (contracts, proof of delivery, correspondence, etc.) within the timeframe required by the card network.
• Final chargeback decisions are made by the card-issuing bank, not by Keeal. We cannot guarantee the outcome of any chargeback dispute.
• Excessive chargebacks (exceeding 1% of total transactions or more than 5 chargebacks in any rolling 30-day period) may result in account suspension, increased reserve requirements, or termination.

Disputes About Underlying Products or Services

Keeal is the merchant of record for the payment. Responsibility for delivering the underlying digital product or service remains with the vendor (contractor or agency) who configured the offer. You acknowledge that:

• Any disputes regarding the quality, delivery, scope, timeliness, or nature of goods or services are primarily between the customer and the vendor, except to the extent card-network, consumer-protection, or other laws make Keeal responsible as merchant of record.
• Keeal is not an arbiter, mediator, or escrow service unless explicitly offered as a separate feature.
• Keeal has no general obligation to investigate, mediate, or resolve commercial disputes between customers and vendors beyond what is required to operate payments, refunds, and chargebacks.
• Keeal may debit your balance or create a negative balance to cover refunds, chargebacks, fines, and related costs arising from transactions tied to your account.
• You agree to hold Keeal harmless from claims arising from your failure to deliver, misrepresentation, or other vendor-side issues, to the fullest extent permitted by law.

Fraud Liability

You bear full responsibility for ensuring that payments you receive are legitimate. If you receive a payment that is later determined to be fraudulent (stolen card, unauthorized transaction, identity theft, etc.), you are liable for the full amount of the fraudulent payment plus all associated fees, regardless of whether the funds have been disbursed to you. Keeal is not liable for losses resulting from fraudulent payments received by you.

9. Risk Management, Reserves & Negative Balance

Reserve Account

To protect against chargebacks, disputes, refunds, and other financial risks, Keeal reserves the right to:

• Hold a percentage of your incoming payments in a rolling reserve for a period determined by your risk profile (typically 5–10% for up to 90–180 days).
• Increase reserve percentages or hold periods based on your chargeback rate, dispute history, transaction volume, industry, or other risk factors.
• Place a temporary hold on all or part of your balance if we reasonably suspect fraud, unauthorized activity, or a violation of these Terms.
• Delay or suspend payouts during an active investigation, chargeback dispute, or compliance review.

Reserve funds will be released to you according to the applicable release schedule, provided no outstanding chargebacks, disputes, or compliance issues exist at the time of release.

Negative Balance Recovery

If chargebacks, refunds, fees, or other obligations cause your account balance to become negative, you agree to:

• Repay the negative balance immediately upon demand.
• Authorize Keeal to debit the negative amount from future incoming payments until the balance is fully recovered.
• Authorize Keeal to initiate a direct debit to the bank account on file if the negative balance is not resolved within 14 calendar days.
• Pay any collection costs, legal fees, and interest (at the lesser of 1.5% per month or the maximum rate permitted by law) on outstanding negative balances.

We may also report outstanding debts to credit reporting agencies and engage third-party collection agencies. Account closure does not extinguish your obligation to repay any negative balance.

Right to Set Off

You grant Keeal the right to set off any amounts you owe us against any amounts we owe you, including pending settlements, reserve balances, and future payouts. This right exists regardless of whether the obligations arise under these Terms or any other agreement between you and Keeal.

10. Prohibited Activities & Restricted Businesses

You agree not to use the Service for any unlawful purpose or in any manner that could damage, disable, or impair the Service. Keeal supports digital products and digitally delivered services only. Selling physical goods, shipping tangible products, or using Keeal primarily for in-person / physical fulfillment is prohibited.

Prohibited activities and businesses include, but are not limited to:

• Processing payments for illegal goods, services, or activities.
• Money laundering, terrorist financing, or sanctions evasion.
• Fraud, including creating fake invoices or fabricated transactions.
• Processing payments on behalf of undisclosed third parties.
• Circumventing transaction limits, fees, or security controls.
• Using the Service for personal, non-business purchases disguised as business transactions.
• Selling physical goods, dropshipping tangible products, or fulfilling in-person physical products or services through Keeal.
• Selling or distributing controlled substances, weapons, or age-restricted products.
• Operating gambling, adult entertainment, cannabis, or cryptocurrency exchange services.
• Harassing, threatening, or impersonating other users.
• Introducing malware, viruses, or other harmful code.
• Scraping, reverse-engineering, or interfering with the Service infrastructure.
• Violating any applicable law, regulation, or card network rule.

A fuller list of prohibited and restricted categories is published at Restricted & Prohibited Businesses. Violation of this section may result in immediate account suspension or termination, withholding of funds, and reporting to law enforcement authorities.

11. Account Suspension & Termination

We may suspend or terminate your account, or restrict access to any part of the Service, at any time and for any reason, including but not limited to:

• Violation of these Terms or any applicable law.
• Suspected fraudulent, abusive, or unauthorized activity.
• Excessive chargebacks or disputes.
• Failure to complete required identity verification.
• Request by law enforcement or a government agency.
• Extended periods of inactivity.

Upon termination:

• Your right to use the Service ceases immediately.
• We may hold your remaining balance for a period of up to 180 days to cover potential chargebacks, disputes, refunds, fines, or other liabilities.
• After the hold period, any remaining balance (minus deductions for outstanding fees, chargebacks, refunds, fines, or amounts owed to us) will be disbursed to your designated bank account.
• If your account has a negative balance at termination, you remain obligated to repay the full amount immediately.
• We may retain your data as required by law, regulatory obligations, or for legitimate business purposes (e.g., fraud prevention, compliance audits).
• Termination does not affect any rights, obligations, or liabilities that accrued prior to the termination date.

You may close your account at any time by contacting support. Account closure does not relieve you of any obligations incurred prior to closure, including negative balances, pending chargebacks, or contractual commitments.

12. Intellectual Property

The Service and all of its contents, features, and functionality — including but not limited to software, text, graphics, logos, icons, images, audio, video, data compilations, and the design, selection, and arrangement thereof — are the exclusive property of Keeal, Inc. and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any of our intellectual property without prior written consent. The Keeal name, logo, and all related trademarks are trademarks of Keeal, Inc.

13. User Content

You retain ownership of all content you submit through the Service, including invoice details, business information, and profile data ("User Content"). By submitting User Content, you grant us a non-exclusive, worldwide, royalty-free license to use, process, store, and display your User Content solely as necessary to provide the Service.

You represent and warrant that your User Content does not violate any third-party rights and complies with all applicable laws.

14. Privacy & Data Protection

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and sharing of your information as described therein. We are committed to protecting your data with bank-grade security and ensuring PCI-compliant processing for all payment data.

15. Third-Party Services

The Service integrates with or may contain links to third-party services, including payment processors (Stripe), identity verification providers, banking partners, and analytics services. These third-party services are governed by their own terms and privacy policies.

Keeal is not responsible for the content, accuracy, or practices of third-party services and does not endorse them. Your use of third-party services is at your own risk.

16. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that the Service will be uninterrupted, timely, secure, or error-free; that results obtained from the Service will be accurate or reliable; or that any errors in the Service will be corrected. No advice or information obtained from Keeal shall create any warranty not expressly stated in these Terms.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KEEAL, INC., ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE SERVICE.

Our total aggregate liability for all claims arising out of or relating to these Terms or the Service shall not exceed the greater of (a) the total fees paid by you to Keeal during the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

Specific Exclusions

Without limiting the generality of the foregoing, Keeal shall have no liability whatsoever for:

• Funds disbursed to a contractor that the client later disputes — once a payout is made, Keeal cannot recall, reverse, or guarantee recovery of those funds.
• Losses arising from fraudulent transactions, stolen payment credentials, or unauthorized access to your account.
• Losses arising from disputes between clients and contractors over the quality, scope, or delivery of services.
• Losses caused by delays in payment processing or settlement due to banking holidays, network outages, regulatory holds, or fraud reviews.
• Currency exchange rate fluctuations between the time of a transaction and the time of settlement.
• Actions taken by third-party payment processors, banks, or card networks.
• Taxes, penalties, or interest resulting from your failure to comply with tax obligations.

18. Indemnification

You agree to defend, indemnify, and hold harmless Keeal, Inc. and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or any applicable law or regulation.
• Your use (or misuse) of the Service.
• Any dispute between you and a client, contractor, or other third party.
• Chargebacks, refund claims, or fraud associated with payments you received.
• Your User Content or any information you provide through the Service.
• Your violation of any rights of a third party, including intellectual property rights.
• Any tax liability, penalty, or assessment arising from your use of the Service.
• Any regulatory action, fine, or investigation triggered by your activities on the platform.

This indemnification obligation survives termination of your account and these Terms.

19. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, and you consent to personal jurisdiction and venue in such courts.

20. Dispute Resolution & Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation by contacting our support team. If the dispute cannot be resolved within thirty (30) days of written notice, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration Procedures

• The arbitration shall take place in Wilmington, Delaware (or remotely, at the arbitrator's discretion).
• The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
• Each party shall bear its own costs and expenses, including attorney's fees, unless the arbitrator determines otherwise.
• The arbitration proceedings and any related records shall remain confidential.
• The arbitrator shall have no authority to award punitive, exemplary, or treble damages except where expressly provided by statute.

Exceptions to Arbitration

Notwithstanding the foregoing, Keeal may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent immediate and irreparable harm (including fraud, unauthorized access, or misuse of the Service).

Time Limitation on Claims

You agree that any claim or cause of action arising out of or related to your use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

CLASS ACTION WAIVER: YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND KEEAL EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

21. Taxes

As merchant of record, Keeal may calculate, collect, and remit applicable transaction taxes (such as sales tax, VAT, or GST) on qualifying purchases processed through the Service where Keeal determines remittance is required. Tax amounts collected at checkout, if any, will be shown to the customer.

You remain solely responsible for taxes on amounts paid out to you (including income tax, self-employment tax, and any other taxes on your vendor proceeds). Keeal does not provide tax advice. We may be required to report certain transaction or payout information to tax authorities (e.g., IRS Form 1099-K in the United States) and will do so in accordance with applicable law.

22. Modifications to the Service

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service. We will make commercially reasonable efforts to notify you of material changes that affect your use of the Service.

23. Changes to These Terms

We reserve the right to update or modify these Terms at any time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page.
• Notify you by email or through a prominent notice within the Service at least 30 days before the changes take effect.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

24. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

25. Entire Agreement

These Terms, together with the Privacy Policy, SMS Terms, and any other agreements expressly incorporated by reference, constitute the entire agreement between you and the applicable Keeal legal entity (Keeal UK Ltd or Keeal, Inc.) regarding the Service. These Terms supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and Keeal.

26. Waiver

The failure of Keeal to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any term shall not be deemed a further or continuing waiver of such term or any other term.

27. Force Majeure

Keeal shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet or telecommunications failures, or failures of third-party service providers.

28. Contact Information

If you have any questions, concerns, or requests regarding these Terms, please contact us: