Terms of Service

These Terms of Service (“Terms”) are an agreement between you and Pearl Tech Inc., a Delaware corporation (“Kept,” “we,” or “us”). They cover Kept, the invoicing service at https://kept.pearltech.xyz, and the emails, invoice pages, and PDFs it sends (together, the “Service”).

Who these Terms cover. If you have a Kept account (a “Contractor”), all of these Terms apply to you, and you accept them when you sign in to create your account. If you're a Contractor and don't agree, don't create an account. If someone bills you through Kept (a “Client”), section 12 explains which parts apply to you and when.

When these Terms take effect. This version applies to new accounts from the date at the top of this page. If you had an account before that date, it applies to you 14 days after we email you about it; until then, the previous version applies.

Please read section 20. It says that you and we will resolve most disputes through individual arbitration instead of in court, and that you and we each give up the right to a jury trial and to a class action. You can opt out of arbitration within 30 days, as section 20 explains.

Our Privacy Policy explains how we handle personal information.

1. What Kept is, and what it isn't

Kept is software. Contractors use it to describe a deal, draft a milestone plan, turn each milestone into an invoice, send invoices to their Clients by email or by link, attach proof of delivery, and keep track of what their Clients approve, ask to fix, or say they've paid. Clients use a web page to see an invoice and the proof sent with it, respond to it, and pay the Contractor directly.

Kept is not a party to any agreement between a Contractor and a Client. We never receive, hold, transmit, or refund money paid between Contractors and Clients. We are not a bank, payment processor, money transmitter, escrow agent, lender, or collection agency, and we are not a law firm or accountant: we don't give legal, tax, or financial advice. Kept isn't a marketplace either. Contractors bring their own Clients, and we don't find, vet, or verify Contractors, Clients, their identities, their work, or their payments.

2. Eligibility and your account

• You must be at least 18 and able to form a binding contract.
• Business use. Contractors may use the Service only for their business, including as a freelancer or sole proprietor, and not for personal, family, or household purposes.
• Contractor accounts are for people and businesses based in the United States, and invoices are in U.S. dollars. Clients may be anywhere, as long as using the Service is lawful where they are.
• You may not use the Service if you are on a U.S. government sanctions or restricted-party list, or are located in a country or region subject to comprehensive U.S. sanctions, and you may not use it to bill anyone who is.
• If you use the Service for a business, you confirm you're authorized to accept these Terms for it, and “you” includes that business.
• Keep your account details accurate. You sign in with an email link or with Google, so keep that email account secure. Don't share access to your account. You're responsible for what happens under your account. Tell us at pearl@pearltech.xyz right away if you think someone else has used it.

3. Price

The Service is free right now. We plan to charge for some features, such as sending invoices. Before any charge applies, we'll show you the price and billing terms, and we won't charge you unless you agree to them. Clients don't pay Kept anything. PayPal may charge its own fees on payments under its terms.

4. How the Service works

This section describes the Service as it works today. We may change it under section 19.

Plans

You describe a deal in a chat, and our AI drafting assistant drafts a plan: a project title, the Client's details, and one or more milestones, each with an amount, a due date or trigger, and the items that show it's “done.” You can edit everything before you save. We don't check that milestone amounts add up to the total you described, so check them yourself. Section 8 covers the AI.

Invoices

• When you save a plan, Kept creates one numbered invoice per milestone from the plan and your invoice details. You can edit the plan until you first choose Send or Copy link on any of its invoices.
• Kept emails an invoice only when you choose Send or Send again. Copy link issues the invoice without an email, for you to share yourself.
• Once you choose Send or Copy link for an invoice, its details are fixed, even if the email then fails to send. Its number, amount, due date, your invoice details, and the plan it shows can't be edited or deleted. You can void it, which turns off its link. Voiding is final.
• Each invoice is your document. You are the seller and the creditor, not Kept.

Invoice links

Each sent invoice has its own link to an invoice page and PDF. Anyone who has the link can see the invoice without signing in, including your name, business name, reply email, PayPal details, and any address and tax ID you added. Links don't expire; voiding the invoice turns its link off. Share links only with people who should see them.

Proof of delivery

You can attach images, PDFs (up to 10 MB each), links, and a note to an invoice as proof of delivery. Attaching proof doesn't send anything. Proof goes to your Client the next time you send the invoice or copy its link, and from then on anyone with the link can see it.

Client responses

On the invoice page, a Client can approve a delivery, say what's missing, or say they've paid. These are messages between you and your Client. Kept doesn't decide whether work meets the plan, whether a fix request is valid, or whether money is owed, and we don't resolve disagreements.

Payments

• Clients pay you directly through your PayPal.me link, or however else you and your Client agree. The money goes straight to your PayPal account under PayPal's terms, including its fees, holds, reversals, and dispute processes. Kept doesn't see, process, or verify payments.
• A Client's “I've already paid” is the Client's statement, and “Paid” means you confirmed the payment arrived. Check PayPal before you confirm. When you confirm, Kept tries to email your Client a receipt at the email address you have on file for them.
• Refunds and chargebacks are between you, your Client, and PayPal.

Records

Kept keeps a record of when invoices were sent and first opened, and what Clients approved, flagged, or said they paid. These records are a convenience. They aren't independently verified, and we don't guarantee they're complete or sufficient as evidence or for tax purposes. Keep your own copies of the invoices you need.

5. Emails Kept sends for you

• When you send an invoice or confirm a payment, Kept emails your Client from our address, under your business name (or your name) followed by “via Kept,” with replies going to your reply email and a blind copy sent to your reply email.
• You choose who receives these emails and what your invoices, plans, and notes say, so you're responsible for them. Send them only to people you have a business relationship with who expect to hear from you about the work, and follow the email and anti-spam laws that apply to you.
• We may add information about Kept to these emails, such as a line identifying Kept, links to these Terms and our Privacy Policy, and a way to report abuse.

6. Your responsibilities as a Contractor

• Bill only for work your Client agreed to, and describe the work, amounts, and dates honestly.
• You're responsible for your invoices meeting the legal and tax rules that apply to you, including collecting and paying any sales or other taxes, keeping records, and having any licenses your work requires.
• Don't enter a Social Security number in the tax ID field. Whatever you enter there is printed in full on every invoice you send and can't be removed from an invoice once it's sent. Use an EIN, or leave the field empty.
• Have the right to use your Clients' information and everything you upload, and use them lawfully.

7. Acceptable use

You agree not to use the Service to:

• break the law, or help anyone else break it;
• commit fraud, phishing, or deception, including sending fake invoices, invoices for work that wasn't agreed, or invoices meant to look like they come from someone else;
• impersonate any person or business, or misrepresent your identity or your relationship with a Client;
• send harassing, threatening, or unsolicited bulk messages;
• bill for goods or services that are illegal or that PayPal doesn't allow;
• upload content you don't have the right to share, other people's personal information without their authority, sexual content involving minors, intimate images shared without consent, or malware;
• use the AI drafting assistant to create unlawful, deceptive, or infringing content, to try to get around its rules, or in ways Anthropic's Usage Policy prohibits;
• probe, scan, overload, or get around the security of the Service, or access accounts, data, or invoice links that weren't meant for you;
• scrape, copy, resell, or reverse engineer the Service (except as the law allows), use it to build a competing product, or create accounts or send invoices by automated means.

8. AI drafting

• Plans and delivery notes are drafted by an AI model provided by Anthropic. Drafts can be wrong, incomplete, or not what you meant. Review and edit everything before you save, attach, or send it. You're responsible for what you send.
• A plan is a payment schedule you choose. It isn't a contract we wrote for you, and nothing the assistant says is legal, tax, or financial advice. If you need a contract, use your own or ask a lawyer.
• As between you and us, you own what you type and what the assistant drafts for you. Drafts may be similar to drafts other people get.
• We don't use your content to train AI models. Our Privacy Policy explains what we send to Anthropic.

9. Your content

You keep ownership of what you put into the Service, such as chats, plans, client details, invoices, proof, and notes (“Your Content”). You give us a non-exclusive license to host, store, copy, process, transmit, and display Your Content only to operate the Service for you (including sending it to the Clients you choose and to our service providers as described in our Privacy Policy), to keep the Service secure, and to comply with the law. The license ends when Your Content is deleted from the Service, except for copies your Clients already received and backup copies until they're deleted. You confirm you have the rights needed to give us this license.

We don't have to monitor Your Content, but we may remove it, or void an invoice (which turns off its link), if we believe it breaks these Terms or creates risk for others. If you send us feedback or ideas, we may use them without any obligation to you.

10. Our property

We own the Service, including its software, design, and the Kept name and logo. Subject to these Terms, we give you a limited, revocable, non-exclusive, non-transferable right to use the Service. These Terms don't give you any other rights in it.

11. Third-party services

The Service works with services we don't control, such as Google sign-in and PayPal. Their terms and privacy policies govern your use of them, and we aren't responsible for them or for their availability.

12. If you're a Client

If a Contractor bills you through Kept, you can use your invoice page without an account. This section, and sections 1, 13, 14, 15, 20, 21, 22, and 23, apply to you when you use the buttons on an invoice page (such as approving a delivery, saying what's missing, or saying you've paid) where the page tells you that doing so means you agree to these Terms.

• Kept is software the Contractor uses to send you invoices. Your agreement for the work and the payment is with the Contractor, not with us. We aren't a party to it, we don't process your payment (you pay on PayPal's site), and we don't guarantee the Contractor's work or decide disagreements. For questions about the work, the invoice, or a refund, contact the Contractor; replying to their email reaches them.
• Approving, saying what's missing, and saying you've paid send a message to the Contractor. They aren't payments, and Kept doesn't decide what they mean for your agreement with the Contractor.
• Use the page only for invoices sent to you, don't say you've paid when you haven't, and don't try to access other invoices. Anyone with your link can see the invoice, so keep it private.
• If an invoice looks fake or you didn't expect it, tell us (section 13).

13. Reporting abuse and copyright complaints

If you get an invoice or email through Kept that looks fraudulent, unexpected, or abusive, email pearl@pearltech.xyz with the invoice link. If you believe content on the Service infringes your copyright or other rights, email us with: your contact details; a description of the work and of the material you object to, with its invoice link; a statement that you believe in good faith the use isn't authorized; and a statement, under penalty of perjury, that your notice is accurate and that you're the owner or authorized to act for the owner, with your signature. We review reports and may remove content, void invoices (which turns off their links), and suspend or close accounts, including the accounts of repeat infringers.

14. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DON'T WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EMAILS WILL BE DELIVERED OR READ, THAT AI DRAFTS WILL BE ACCURATE OR COMPLETE, OR THAT RECORDS IN THE SERVICE WILL MEET ANY LEGAL, TAX, OR EVIDENCE REQUIREMENT. WE DON'T GUARANTEE THAT ANY CLIENT WILL PAY, THAT ANY PAYMENT WON'T BE DISPUTED OR REVERSED, OR THAT ANY CONTRACTOR WILL DELIVER WORK OR THAT THE WORK WILL MEET A PLAN.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PEARL TECH INC. NOR ITS OFFICERS, EMPLOYEES, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, PAYMENTS, OR DATA, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR $100. THESE LIMITS APPLY TO EVERY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE (INCLUDING OUR OWN NEGLIGENCE), AND STRICT LIABILITY, EVEN IF WE WERE TOLD THE DAMAGES WERE POSSIBLE. THEY DON'T LIMIT LIABILITY FOR OUR GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CAN'T BE LIMITED UNDER APPLICABLE LAW.

Some jurisdictions don't allow some of the exclusions or limits in sections 14 and 15, so they may not all apply to you. These Terms don't limit any rights you have that can't be waived or limited by contract.

16. Indemnity

If you're a Contractor, you'll defend, indemnify, and hold harmless Pearl Tech Inc. and its officers and employees from third-party claims, and the related losses, damages, and reasonable legal fees, arising from: your work and your dealings with your Clients; the invoices, emails, and content you send or upload through the Service; your breach of these Terms; or your violation of the law or anyone's rights. This doesn't cover claims to the extent caused by our own breach of these Terms, negligence, or misconduct. We'll tell you promptly about any claim, let you control the defense, and cooperate at your expense; you won't settle a claim in a way that admits fault for us or binds us without our written consent.

17. Disputes between Contractors and Clients

Disagreements between a Contractor and a Client about the work, an invoice, a payment, a refund, or anything else between them are for them to resolve. We don't mediate or decide them, though we may share records with both of them or as the law requires.

To the fullest extent permitted by law, you release Pearl Tech Inc. and its officers and employees from all claims, demands, and damages, known and unknown, arising from or connected with a dispute between you and a Client or another Contractor. This release doesn't cover claims caused by our own breach of these Terms, negligence, or misconduct. If you're a California resident, you waive California Civil Code section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

18. Suspension, termination, and account deletion

• You can stop using the Service at any time. To delete your account, email pearl@pearltech.xyz from the email address you sign in with. We'll delete it within 30 days, as our Privacy Policy describes. Deleting your account deletes everything in it, including sent invoices and proof, and your Clients' invoice links stop working. Download the invoices you need first; we can't restore a deleted account.
• We may suspend or close your account, or void your invoices (which turns off their links), if you break these Terms, if your use creates risk or legal exposure for us, your Clients, or others (including suspected fraud or phishing), or if the law requires it. Where it's reasonable and lawful, we'll tell you why and give you a chance to fix the problem or download your invoices first.
• If we decide to shut down the Service, we'll email Contractors at least 30 days in advance so they can download their invoices, unless the law or a security emergency prevents it.
• Sections 1, 4 (Records), 6, 9, 10, and 13 through 23 survive the end of these Terms.

19. Changes to the Service and these Terms

We may add, change, or remove features of the Service. We may also update these Terms. When we do, we'll post the new version here and update the date at the top. If a change is material, we'll email Contractors at least 14 days before it takes effect, unless the change is required by law or needed to address a security risk, in which case it may take effect sooner. If you keep using the Service after a change takes effect, you accept the updated Terms. If you don't agree, stop using the Service and ask us to delete your account. Changes don't apply to disputes that arose before they took effect. Earlier versions are available on request.

20. Resolving disputes with us: arbitration and class-action waiver

Talk to us first. Before starting an arbitration or court case, the party with a dispute will send the other a written notice describing it: for disputes with us, email pearl@pearltech.xyz, with a copy to Pearl Tech Inc., 415 Mission Street, Floor 37, San Francisco, CA 94105. The notice must include the sender's name and contact details, the email address they use with Kept (if any), a description of the dispute, and the relief sought. We'll each try in good faith to resolve it within 60 days, including by an individual phone or video call if either of us asks. Deadlines for bringing claims are paused during those 60 days.

Agreement to arbitrate. If the dispute isn't resolved, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Claim”) will be resolved by binding individual arbitration, except as stated below. The Federal Arbitration Act governs this section 20.

Rules, place, and fees. The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules, or under its Consumer Arbitration Rules if the AAA decides those apply, together with any AAA supplementary rules for mass arbitration that apply. The AAA's rules are at adr.org. Hearings will be held by video or phone, or in person in the county where you live or your business is located, as you choose. For Claims of $10,000 or less that you bring, we'll pay the AAA filing, administration, and arbitrator fees above what you would have paid to file the Claim in court, unless the arbitrator finds your Claim frivolous. Otherwise, the AAA's rules decide who pays fees. The arbitrator may award the same individual relief a court could.

Exceptions. Either party may bring an individual Claim in small-claims court instead, as long as it stays there. Either party may go to court to stop infringement or misuse of its intellectual property. Public injunctive relief is handled as described below.

Who decides. The arbitrator decides all questions about whether a Claim must be arbitrated, including the scope, validity, and enforceability of this section 20, except that a court decides disputes about the class-action waiver, the mass-arbitration paragraph, and public injunctive relief.

CLASS-ACTION AND JURY-TRIAL WAIVER. YOU AND PEARL TECH INC. EACH GIVE UP THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING OR TAKE PART IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. CLAIMS MAY BE BROUGHT AND DECIDED ONLY ON AN INDIVIDUAL BASIS, AND THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY AND ONLY AS NEEDED FOR THAT PARTY'S CLAIM. If a court decides that this waiver can't be enforced for a particular Claim, that Claim (and only that Claim) will be decided in court, after any arbitrable Claims are decided, and the court case will be paused until then.

Public injunctive relief. If you ask for public injunctive relief (relief whose main purpose is to stop unlawful acts that threaten future harm to the public) and a court decides that your right to seek it can't be waived, that request will be decided by a court after the individual Claims are arbitrated, and the court case will be paused until then.

Mass arbitration. If many similar Claims are brought against or by us by the same or coordinated counsel, and the AAA's Mass Arbitration Supplementary Rules apply to them under their own terms, those rules and the AAA's mass-arbitration fee schedule govern how the Claims are administered. Deadlines for bringing those Claims are paused while they wait to be heard.

Opting out. You can opt out of this section 20 by emailing pearl@pearltech.xyz within 30 days after you first accept these Terms. Include your name, the email address you use with Kept, and a clear statement that you opt out of arbitration. Opting out doesn't affect the rest of these Terms; Claims then go to the courts named in section 21. If you had an account before the date at the top of this page, you can opt out within 30 days after this version takes effect for you. If you opted out of arbitration under an earlier version of these Terms, that opt-out still applies.

Changes to this section. If we make a material change to this section 20, it won't apply to a Claim you've already told us about or that we already know about. You can reject the change by emailing pearl@pearltech.xyz within 30 days after it takes effect, and then the earlier version of this section 20 will keep applying between us.

This section 20 covers disputes between you and us. It doesn't cover disputes between Contractors and Clients.

21. Governing law and courts

The laws of the State of Delaware govern these Terms, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs section 20. Any Claim not resolved by arbitration or in small-claims court will be brought only in the state courts in the City and County of San Francisco, California, or the U.S. District Court for the Northern District of California, and you and we consent to their jurisdiction. Subject to section 20, this doesn't take away any right you have under the laws of the place where you live to bring a claim there, or any consumer protection you have under those laws that can't be waived.

22. Electronic communications and notices

You agree to receive agreements, notices, records, and other communications from us electronically: by email to the address on your account (for Clients, the email address the Contractor billed), on the Service, or on this page. They satisfy any requirement that they be in writing, and you can save or print them. Because the Service works only online, if you no longer want to receive communications electronically, stop using the Service and ask us to delete your account. Send notices to us at pearl@pearltech.xyz; legal notices should also be mailed to Pearl Tech Inc., 415 Mission Street, Floor 37, San Francisco, CA 94105.

23. General

• These Terms are the entire agreement between you and us about the Service and replace any earlier agreements about it.
• If any part of these Terms can't be enforced, the rest stays in effect, and the part that can't be enforced will be applied as fully as the law allows. Section 20 has its own rules for its class-action waiver.
• Our not enforcing a provision isn't a waiver of it.
• You may not transfer these Terms without our written consent. We may transfer them in a merger, acquisition, or sale of assets, or to an affiliate.
• We aren't liable for delays or failures caused by events beyond our reasonable control.
• You and we are independent parties. These Terms don't create a partnership, agency, or employment relationship, and they don't give rights to anyone else.
• You'll comply with U.S. export control and sanctions laws in using the Service.
• Section headings are for convenience only.
• California users: the Service is provided by Pearl Tech Inc., 415 Mission Street, Floor 37, San Francisco, CA 94105. The Service is currently free. To resolve a complaint or get more information, email pearl@pearltech.xyz. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

24. Contact

Pearl Tech Inc.
415 Mission Street, Floor 37, San Francisco, CA 94105
Email: pearl@pearltech.xyz