Keel — Terms of Service
1. Definitions
- “Customer,” “you” — the business that creates a Keel workspace or subscribes to a paid plan.
- “Authorized Users” — individuals (employees/contractors of Customer) whom Customer permits to use the Service under its workspace.
- “Customer Data” — all data Customer or its Authorized Users submit to the Service: products, SKUs, costs, compliance answers, documents in the vault, marketplace data retrieved at Customer’s direction, and account data about Authorized Users.
- “Connected Marketplace” — a third-party marketplace (e.g., Amazon, Walmart) whose account Customer connects to the Service.
- “Plan” — the subscription tier (currently Scout, Recover, Protect, Command) with the limits and modules published on the pricing page.
- “Privacy Policy” — TSF’s then-current privacy policy for the Service.
2. Agreement to terms
By creating a workspace, clicking to accept, or using the Service, Customer agrees to these Terms. If an individual accepts on behalf of an organization, that individual represents they have authority to bind it. If Customer and TSF sign a separate agreement covering the Service, that agreement prevails over these Terms where they conflict.
3. The Service
3.1 Keel is a multi-tenant software service for marketplace sellers comprising: Manifest (compliance orientation: applicable-regime checklists, generated label artwork, a versioned document vault), Waterline (landed-cost and margin modeling), Salvage (FBA reimbursement discovery and claim-packet preparation), Lookout (listing monitoring and enforcement-packet preparation), and Sonar (review and returns intelligence). Free tools on the marketing page (a compliance quick-check and a landed-cost calculator) run without an account. Which modules a Customer can use depends on its Plan.
3.2 Changes. TSF may modify or improve the Service and will not materially reduce the core functionality of a paid Plan during a paid term. Material deprecations will be communicated with reasonable advance notice.
3.3 Beta features, if any, are provided “as is,” may be changed or withdrawn at any time, and are excluded from the warranties in Section 14.
3.4 Usage limits. Use is subject to the ASIN, SKU, seat, and module limits of the selected Plan. TSF may meter usage and reasonably throttle usage that materially exceeds the Plan.
4. What Keel never does on your marketplace account
These limits are product commitments and conditions of use, designed to keep both parties inside marketplace policies:
- Read-only connections. Marketplace connections retrieve data; Keel does not edit listings, prices, or account settings.
- You file claims — Keel never auto-submits. Salvage prepares documented reimbursement claim packets; Customer (or its agent) reviews and files them in its own seller account.
- You send enforcement — Keel never contacts anyone for you. Lookout prepares enforcement packets; Customer decides whether and how to use them.
- No review manipulation. Sonar analyzes Customer’s own review and returns data. It does not post replies, solicit reviews outside marketplace-approved mechanisms, or scrape in violation of marketplace terms.
Customer remains responsible for its own compliance with each marketplace’s policies and for everything it files or sends. TSF does not guarantee any marketplace outcome, including acceptance or payment of any reimbursement claim.
5. Not legal, tax, or customs advice
Manifest and the compliance quick-check provide regulatory orientation built on a versioned ruleset: they identify regimes that typically apply and evidence that usually satisfies them, and they generate draft label artwork. Waterline provides cost modeling. None of this is legal, tax, or customs advice, and it does not replace a qualified attorney, customs broker, or accredited testing laboratory. Customer is responsible for confirming requirements before relying on them.
6. Accounts, Authorized Users & security responsibilities
6.1 Each Customer workspace is an isolated tenant; access is enforced at the database layer (row-level security) and scoped to Customer’s Authorized Users and their roles.
6.2 Customer is responsible for: its Authorized Users’ compliance with these Terms; the confidentiality of credentials; assigning roles appropriately; and promptly deactivating users who should no longer have access.
6.3 Customer will not, and will not permit anyone to, attempt to access another tenant’s data or circumvent the Service’s access controls, and will notify TSF promptly of any suspected unauthorized access.
7. Customer Data & ownership
7.1 Ownership. As between the parties, Customer owns all Customer Data. TSF owns and retains all rights in the Service, its software, rulesets, and documentation, including all improvements.
7.2 License to TSF. Customer grants TSF a non-exclusive, worldwide license to host, store, process, transmit, display, and back up Customer Data solely to provide, secure, and support the Service and as otherwise instructed by Customer through the Service.
7.3 Marketplace retrieval. When Customer connects a marketplace or submits a listing lookup, Customer instructs and authorizes TSF to retrieve the relevant data on Customer’s behalf.
7.4 Aggregated / de-identified data. TSF may use data that has been aggregated and de-identified so that it does not identify Customer or any individual (and cannot reasonably be re-identified) to operate, secure, analyze, and improve the Service. This does not permit use of Customer Data to train generative AI models.
7.5 No sale; no model training. TSF does not sell Customer Data and does not use Customer Data to train AI models.
7.6 Feedback. If Customer gives TSF suggestions or feedback, TSF may use it without restriction.
8. Data protection & security
8.1 TSF maintains administrative, technical, and physical safeguards appropriate to the Service, including encryption of Customer Data in transit and at rest, tenant isolation via row-level security, database-enforced module access, least-privilege access controls, and secret management. Personal data handling is described in the Privacy Policy.
8.2 Security incident notification. TSF will notify Customer without undue delay and no later than 72 hours after confirming a breach of security leading to unauthorized disclosure of or access to Customer Data, and will cooperate in Customer’s response.
8.3 Service providers. TSF uses service providers (hosting/database, site delivery, team notifications, payment processing, banking, marketplace APIs, and listing-research services) as categorized in the Privacy Policy, binds them to protective obligations, and remains responsible for them. A Data Processing Addendum is available to Customer on request.
9. Marketplace connections & credentials
9.1 Connecting a marketplace requires Customer-authorized credentials. Customer authorizes TSF to use them solely to retrieve Customer’s data as directed within the Service. Connections are read-only (Section 4). Where a module is displaying sample rather than live data, the Service labels it as such in-product.
9.2 Connected Marketplaces are operated by third parties under their own terms; Customer is responsible for its own compliance with each marketplace’s policies. TSF is not responsible for a marketplace’s availability, decisions, data accuracy, or policy changes.
10. Acceptable use
10.1 Customer will not, and will not permit anyone to: (a) use the Service unlawfully or in violation of a marketplace’s policies; (b) upload malicious code; (c) attempt to breach or test the Service’s security or another tenant’s isolation; (d) reverse engineer or copy the Service except as permitted by law; (e) resell, sublicense, or provide the Service to third parties except Authorized Users; or (f) use the Service to store or transmit infringing, defamatory, or unlawful material.
10.2 Prohibited data. The Service is not designed for and Customer will not submit protected health information, payment-card data, government IDs, children’s personal data, or other sensitive/special-category personal data.
10.3 Suspension. TSF may suspend access to address a material, ongoing security or legal risk or a violation of this Section, with notice as soon as reasonably practicable and, absent a genuine emergency, a reasonable opportunity to cure.
11. Fees, billing & plan changes
11.1 Plans & prices are as published on the pricing page at the time of purchase: monthly or annual billing (annual priced at ten months — two months free). The free Scout tier requires no payment.
11.2 Billing. Fees are payable by card through our payment processor, or by ACH or wire transfer against an invoice. Card details are handled by the processor; TSF does not receive or store full card numbers. Invoiced amounts are due net 15 days from the invoice date unless the invoice states otherwise.
11.3 Renewal & cancellation. Subscriptions renew automatically at the end of each billing period. Customer may cancel, upgrade, or downgrade at any time; cancellation and downgrades take effect at the end of the current billing period, and prepaid fees are non-refundable except as required by law or expressly stated. Upgrades take effect promptly, with the price difference prorated for the remainder of the current billing period.
11.4 Price changes. TSF will give at least 30 days’ notice before a price increase, effective at the next renewal. We will send any renewal and price-change notices that your state’s automatic-renewal law requires.
11.5 Taxes. Fees are exclusive of taxes; Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on TSF’s net income.
12. Term & termination
12.1 These Terms apply while Customer maintains a workspace. Either party may terminate for the other’s material breach not cured within 30 days after written notice; Customer may cancel per §11.3 at any time; TSF may suspend for undisputed fees more than 15 days overdue, after notice.
12.2 Effect of termination. On expiration or termination: Customer’s right to use the Service ends; for 30 days afterward Customer may request an export of Customer Data in a machine-readable format; TSF will then delete or de-identify Customer Data within 60 days, and will certify deletion on request, except for backups cycled in the ordinary course and data TSF must retain by law. Fees accrued before termination remain payable.
13. Confidentiality
Each party will protect the other’s non-public information disclosed in connection with the Service using at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need it and are bound by similar obligations. Confidential information excludes information that is public through no fault of the recipient, independently developed, or rightfully received from a third party. A party may disclose confidential information if legally compelled, with prompt notice where lawful. Customer Data is Customer’s confidential information.
14. Availability, support & warranties
14.1 TSF provides email support (info@thesmartfellows.us) during business hours. The Service is provided on a commercially-reasonable-efforts basis; TSF does not currently commit to a specific uptime percentage.
14.2 TSF warrants the Service will perform materially as described on the site and in-product; Customer’s exclusive remedy for breach is TSF’s reasonable efforts to correct the non-conformity, and if TSF cannot within a reasonable time, termination and a pro-rata refund of prepaid, unused fees.
14.3 EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS,” AND TSF DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. TSF DOES NOT WARRANT ANY PARTICULAR AMOUNT OF REIMBURSEMENT RECOVERY, THAT ANY MARKETPLACE WILL ACCEPT ANY CLAIM OR LISTING, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
15. Intellectual-property complaints
TSF responds to notices of alleged infringement and, consistent with the DMCA, may remove content and terminate repeat infringers. Send notices to info@thesmartfellows.us with the information the DMCA requires.
16. Indemnification
16.1 By TSF. TSF will defend Customer against third-party claims alleging the Service, as provided by TSF and used as permitted, infringes that third party’s U.S. intellectual-property rights, and will pay resulting damages finally awarded or settlements TSF approves. TSF may procure the right to continue, modify the Service to be non-infringing, or, if neither is commercially reasonable, terminate and refund prepaid unused fees.
16.2 By Customer. Customer will defend TSF against third-party claims arising from Customer Data, Customer’s filings or enforcement communications, or Customer’s use of the Service in violation of these Terms, marketplace policies, or law, and will pay resulting damages finally awarded or approved settlements.
16.3 Process (mutual). The indemnified party will give prompt written notice, reasonable cooperation (at the indemnifier’s expense), and sole control of the defense to the indemnifier, which will not settle in a way that imposes obligations or admissions on the indemnified party without consent.
17. Limitation of liability
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO TSF IN THE 12 MONTHS BEFORE THE EVENT. The cap and exclusion do not apply to: Customer’s payment obligations; the parties’ indemnification obligations; breach of confidentiality; or a party’s gross negligence, willful misconduct, or liability that cannot be limited by law.
18. Publicity
Neither party will use the other’s name or marks without prior written consent; any customer reference, quote, or case study requires Customer’s prior written approval.
19. General
19.1 Force majeure. Neither party is liable for delay or failure (other than payment obligations) due to events beyond its reasonable control, including outages of service providers or marketplaces.
19.2 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.
19.3 Notices. Notices must be in writing and are effective when sent to TSF at info@thesmartfellows.us and to Customer’s workspace owner email; operational notices may be given in-product or by email.
19.4 Changes to these Terms. TSF may update these Terms. For material changes, TSF will notify workspace owners at least 30 days before they take effect, and changes will not apply retroactively. Continued use after the effective date constitutes acceptance; if Customer objects, its remedy is to cancel per §11.3.
19.5 Governing law & disputes. These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Summit County, Ohio.
19.6 Entire agreement; severability; waiver. These Terms and the Privacy Policy are the entire agreement and supersede prior discussions. If a provision is unenforceable, the rest remains and the provision is modified to the minimum extent necessary. A failure to enforce is not a waiver. The parties are independent contractors. These Terms create no rights in any third party. Provisions that by their nature should survive termination survive.
19.7 Trademarks. Amazon and Walmart are trademarks of their respective owners; Keel is not affiliated with or endorsed by either.
20. Contact
The Smart Fellows
794 Lost Creek Lane
Northfield, OH 44067
United States
info@thesmartfellows.us