PLATFORM TERMS OF SERVICE & SAAS AGREEMENT (B2B) — Kaylo.cc
Last Revised: September 25, 2026
These Platform Terms of Service and Software as a Service Agreement ("Terms", "Agreement") govern access to and use of the Kaylo platform, website, APIs, and administrative applications (collectively, the "Platform").
This Agreement is a legally binding contract between FOP YUSHCHENKO OLEKSANDR SERHIIOVYCH (Tax ID / RNTRC: 3431104630, State Register Entry: 23.08.2019, 2 480 000 0000 232410, registered legal address: Apt. 74, 7 Dzherelna St., Kharkiv, 61183, Ukraine) ("Kaylo", "Service Provider", "we", "us") and the sports academy, sports club, educational athletic institution, league, or tournament organizer registering for or using the Platform ("Academy", "Customer", "You").
BY COMPLETING THE REGISTRATION PROCESS, ACCESSING THE PLATFORM, OR INTEGRATING KAYLO SERVICES INTO YOUR ATHLETIC OPERATIONS, YOU AFFIRM THAT YOU HAVE THE AUTHORITY TO BIND THE ACADEMY TO THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE OR ACCESS THE PLATFORM.
1. DEFINITIONS
1.1. "Platform" means the multi-sport academy management and tournament automation SaaS hosted at kaylo.cc, app.kaylo.cc, and associated mobile/web applications.
1.2. "Academy Data" means all electronic data, rosters, media, statistics, match results, and personal information submitted to or recorded on the Platform by the Academy or its Authorized Users.
1.3. "Authorized Users" means individual coaches, trainers, administrative staff, referees, analysts, adult athletes, and parents/legal guardians of minor athletes who are authorized by the Academy to access the Platform under the Academy’s subscription.
1.4. "Health Center / Athletic Records" means the optional modules within the Platform that enable logging of training attendance, physical test metrics, wellness entries (sleep, soreness, fatigue), injury tracking (body zone, pain level, diagnosis, return-to-play status), and automated readiness estimations.
1.5. "Ledger" means the Platform’s tamper-evident accounting and transaction log recording usage metrics, membership charges, attendance, and administrative events.
1.6. "Kaylo Coins" means internal non-monetary gamification badges and digital reward points awarded to participants for effort, attendance, and drill completion.
1.7. "Fan Shop / Merchandise Catalog" means the digital storefront interface where the Academy may offer club gear, uniforms, tickets, or partner gifts, whether redeemable with Kaylo Coins or purchasable via external currency.
2. SUBSCRIPTION LICENSE & SERVICE PROVISION
2.1. License Grant: Subject to compliance with this Agreement and timely payment of subscription fees, Kaylo grants the Academy a non-exclusive, non-transferable, revocable, worldwide license to access and use the Platform during the subscription term solely for internal sports management and tournament operations.
2.2. "As Is" and "As Available": The Platform is provided on an "as is" and "as available" basis. Kaylo implements industry-standard availability measures (targeting 99.5% operational uptime), but does not warrant that access will be uninterrupted, error-free, or compatible with all third-party hardware or telecommunications networks.
2.3. Platform Enhancements: Kaylo regularly updates features, data models, and interfaces. Kaylo reserves the right to modify or deprecate non-core features, provided such modifications do not materially degrade the core administrative capabilities.
3. TENANT ISOLATION & DATA SECURITY
3.1. Architectural Tenant Isolation: Kaylo enforces strict architectural separation of customer data ("Tenant Isolation"). Academy Data (including player profiles, medical logs, attendance records, and billing) is logically isolated and secured so that no other sports organization on the Platform can view or access your proprietary data.
3.2. Technical Safeguards: Kaylo maintains administrative, physical, and technical safeguards, including encryption in transit (TLS 1.3) and encryption at rest, regular vulnerability monitoring, and role-based access control (RBAC).
4. DATA PROTECTION ROLES & PROCESSING TERMS
4.1. Roles: For personal data an Academy submits and uses to manage its organization, the Academy generally determines the purposes and means and acts as controller; Kaylo generally acts as processor, handling that data on the Academy’s documented instructions. Roles depend on the actual processing. Kaylo acts as an independent controller for activities it determines itself, such as its own account administration, direct support, website choices, and security logs.
4.2. Minors and sensitive data: The Academy must provide required privacy information and identify an Article 6 GDPR legal basis for processing it controls. If it processes health data and GDPR applies, it must also identify a condition under Article 9. The Academy must obtain parent/guardian authorization or consent where applicable law requires it, and keep suitable records. This Agreement does not require consent for every item of every minor’s data, and acceptance of these Terms alone is not a substitute for a separate consent where the law requires one. The Academy must use appropriate access controls for health and injury records.
4.3. Regulatory duties: Article 9 GDPR sets conditions for processing special-category data; Article 35 addresses impact assessments for processing likely to result in high risk; Article 36 provides for prior consultation in specified circumstances where high residual risk remains. These provisions do not create a general filing or notification duty merely because health data is processed. The Academy is responsible for assessing the duties that apply to its controller activities. Kaylo does not make medical decisions or routinely send individual injury records to authorities or sports federations.
4.4. International transfers: This Agreement does not, by itself, incorporate or execute Standard Contractual Clauses. If a transfer of Academy Data is subject to GDPR Chapter V or another transfer rule, the parties will put in place the required transfer mechanism for the actual parties, roles, destinations, and processing. Where SCCs are used, the applicable module and options must be selected and the required annexes completed and made binding on the parties.
4.5. Processing commitments: Kaylo will process Academy Data only on documented instructions, ensure authorized personnel are bound by confidentiality, and maintain appropriate technical and organizational measures as described in Section 3.2. Kaylo will notify the Academy without undue delay after becoming aware of a personal-data breach affecting Academy Data, and will reasonably assist with data-subject requests, security obligations, impact assessments, and prior consultation where required. Kaylo may use subprocessors under the Academy’s general authorization, will impose data-protection obligations on them, and will make the current subprocessor information available on request at [email protected]; material changes will be notified with a reasonable opportunity to object on data-protection grounds. Kaylo will provide information reasonably needed to demonstrate compliance and allow proportionate audits on reasonable notice, subject to confidentiality and security safeguards. At the end of the service, Kaylo will, at the Academy’s choice, return or delete Academy Data, except data that must be retained by law; remaining backup copies are removed through the applicable backup cycle.
4.6. Processing description: The subject matter is the provision, hosting, support, and security of the Platform. Processing lasts for the subscription and applicable export/deletion period under Section 11.4. Data subjects may include Academy staff, coaches, athletes (including minors), parents/guardians, and other authorized users. Depending on enabled features and Academy instructions, data may include identity and contact details, account and role data, age or date of birth, attendance and athletic-performance records, photographs and video, health and wellness records, and transaction or ledger records. Processing operations include collection, organization, storage, retrieval, use, disclosure as configured by the Academy, and deletion.
5. ATHLETIC SAFETY, PHYSICAL INJURIES & COACHING DISCLAIMER
5.1. No Athletic or Medical Supervision: Kaylo is a software technology provider. Kaylo does NOT organize, supervise, staff, or control training sessions, camps, or competitive events. The Academy is solely responsible for athletic safety, venue conditions, coach credentials, emergency response, and physical supervision.
5.2. Algorithmic Readiness & Training Loads: The Platform’s automated readiness indexes, injury risk indicators, and training suggestions are heuristic computational calculations based on entered historical data. They do NOT constitute medical diagnoses, physical therapy recommendations, or clinical fitness certifications. Academy staff must exercise independent professional athletic judgment and require medical clearance from licensed physicians before returning injured athletes to physical play.
5.3. Reporting of Sports Incidents: The Platform is not an incident reporting registry or emergency dispatcher. The Academy is solely responsible for documenting and reporting any physical injuries, concussions, or accidents to sports federations, insurance carriers, and municipal authorities as mandated by law.
6. FINANCIAL RELATIONS, BILLING & PAYMENT GATEWAYS
6.1. User Financial Relationship: All contracts, dues, membership fees, tournament registration fees, equipment charges, and uniforms are transacted directly between the User (Parents) and the Academy.
6.2. Payment Integrations (Monobank, Stripe, WayForPay, LiqPay):
- Where the Platform integrates payment gateways, the Academy enters its own merchant credentials and contracts directly with the respective payment service provider.
- Kaylo acts solely as an application interface passing API requests. Kaylo is NOT a bank, financial institution, payment aggregator, or merchant of record for transactions between the Academy and its Users.
- No Chargeback or Refund Liability: Kaylo bears zero liability for failed transactions, fee collection, chargebacks, disputed bank transactions, or refunds to Parents. The Academy shall handle all financial disputes directly with its customers.
6.3. SaaS Subscription Fees (Academy to Kaylo):
- The Academy shall pay subscription fees according to the selected billing tier and Ledger consumption.
- Invoices are payable within seven (7) calendar days of issuance. Late payments may incur statutory interest and trigger service suspension.
7. KAYLO COINS & FAN SHOP FULFILLMENT
7.1. Gamification Only: Kaylo Coins are internal gamification tokens designed to motivate young athletes. They possess ZERO monetary value, are not legal tender, cryptocurrency, or store of value, and cannot be redeemed for fiat currency through Kaylo.
7.2. Merchandise Fulfillment Responsibility:
- If the Academy enables a Fan Shop offering physical items (jerseys, kits, medals, sponsor gifts), the Academy is the sole seller and distributor of those items.
- The Academy is exclusively responsible for inventory management, sizing accuracy, delivery, manufacturing defects, consumer warranties, and the collection/remittance of any applicable sales taxes or VAT.
- Kaylo disclaims any and all product liability regarding merchandise redeemed or purchased through the Fan Shop.
8. USER-GENERATED CONTENT, REELS & INTELLECTUAL PROPERTY
8.1. Academy Intellectual Property: The Academy retains all rights, title, and interest in and to its trademarks, team logos, and proprietary training curricula uploaded to the Platform.
8.2. Media Clearances & UGC:
- The Academy warrants that all videos, matchday reels, homework drill submissions, and player photographs uploaded by its staff or participants comply with applicable intellectual property and privacy laws.
- The Academy warrants that it holds all necessary model releases and copyright clearances for any media featuring minors or third parties broadcasted via tournament viewers or the public showcase.
- Kaylo reserves the right to remove any media that violates copyright, privacy laws, or acceptable use standards without prior liability.
8.3. Platform IP: Kaylo retains all rights, title, and interest in and to the Platform, including software architecture, UI components, AI Avatar models, algorithms, and documentation. No title is transferred under this Agreement.
9. INDEMNIFICATION BY THE ACADEMY
9.1. Scope of Indemnity: The Academy agrees to defend, indemnify, and hold harmless Kaylo, its proprietor (FOP YUSHCHENKO OLEKSANDR SERHIIOVYCH), officers, developers, contractors, and agents from and against any and all claims, demands, damages, liabilities, regulatory fines, penalties, losses, and expenses (including reasonable legal and attorneys' fees) arising out of or related to:
- Any failure by the Academy to obtain authorizations or consents required by applicable law for minor participants;
- Any physical injury, medical complication, concussion, illness, or death occurring in connection with sports training, drills, camps, or tournaments organized by the Academy;
- Any regulatory investigation, complaint, or fine resulting from the Academy’s failure to provide required privacy information, identify an applicable legal basis or special-category condition, or otherwise comply with law when processing health data;
- Any copyright, trademark, privacy, or right of publicity infringement arising from media, rosters, or materials uploaded by the Academy or its Authorized Users;
- Any billing, payment, refund, or chargeback dispute between the Academy and its Users or payment processors;
- Any product liability claim related to merchandise offered in the Academy’s Fan Shop.
10. LIMITATION OF LIABILITY
10.1. Consequential Damages Exclusion: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KAYLO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. Monetary Aggregate Cap: IN ALL CIRCUMSTANCES, KAYLO’S MAXIMUM CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY THE ACADEMY TO KAYLO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO LIABILITY.
11. SUSPENSION AND TERMINATION
11.1. Suspension for Cause: Kaylo may immediately suspend the Academy’s account or access to the Platform in the event of:
- Subscription payment arrears exceeding seven (7) calendar days;
- Reasonable suspicion of fraudulent, unlawful, or abusive activity;
- Material breach of security or acceptable use policies;
- Failure to provide evidence of an authorization required by applicable law for minor participants upon reasonable request.
11.2. Termination for Convenience: Either party may terminate this Agreement by providing thirty (30) days' prior written notice to the other party.
11.3. Termination for Cause: Either party may terminate immediately if the other party commits a material breach that remains uncured after fourteen (14) days of written notice.
11.4. Data Retrieval: Upon termination, the Academy shall have thirty (30) days to export its data using standard Platform export functions. Thereafter, Kaylo may permanently purge Academy Data in accordance with its data retention schedule.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. Governing Law: This Agreement shall be governed by and construed in accordance with the substantive laws of Ukraine, without giving effect to any conflict of law principles.
12.2. Jurisdiction: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through good-faith negotiations. If unresolved within thirty (30) days, disputes with Ukrainian entities shall be submitted to the competent commercial courts in Kyiv, Ukraine. Disputes with entities registered outside Ukraine may, at Kaylo’s sole election, be referred to and finally resolved by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry under its Rules.
13. MISCELLANEOUS
13.1. Entire Agreement: These Terms, together with any order forms and the Privacy Policy, constitute the complete agreement between the parties regarding the Platform.
13.2. Severability: If any provision of this Agreement is held invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.
13.3. Official Requisites & Legal Notices: Legal notices and billing remittances to Kaylo must be directed to:
- Service Provider: Sole Proprietorship (FOP) YUSHCHENKO OLEKSANDR SERHIIOVYCH
- Tax ID / RNTRC (РНОКПП): 3431104630
- State Register Entry Date & Number: 23.08.2019, 2 480 000 0000 232410
- Registered Legal Address: Apt. 74, 7 Dzherelna St., Kharkiv, 61183, Ukraine
- Settlement Account (IBAN): UA313052990000026000025906115 at JSC CB "PRIVATBANK"
- Customer Support:
[email protected] - Legal Inquiries:
[email protected] - DMCA Copyright Agent:
[email protected] - Privacy & Data Protection:
[email protected]