Terms & Conditions
The agreement between you and Fade.
Introduction
Welcome to Fade. Tarn Apps Inc., operating as Fade ("Fade," "we," "us," or "our"), provides a barbershop management platform that enables barbershop owners and their staff to manage scheduling, appointments, payments, shop payouts, client communications, and day-to-day shop operations (collectively, the "Platform Services").
The following terms and conditions (collectively with any mutually agreed Addenda, this "Agreement") apply to your use of the Platform Services. No other terms will apply unless expressly agreed in writing by the parties.
"Customer" refers to the barbershop owner or business entity that registers for and subscribes to the Platform Services. Individuals who are granted access by the Customer, including barbers, managers, and front desk staff, are referred to as "Authorized Users." Individuals who book appointments or receive services through the platform on behalf of the Customer's business are referred to as "Clients." You and Fade hereby agree as follows:
1. Fade Services
1.1 Provision of Services
Fade will provide the Platform Services, including scheduling and appointment management tools, payment processing facilitation, staff management, client communication features, analytics, and other tools that enable the Customer to operate and grow its barbershop business, as included in the Customer’s selected subscription plan and in accordance with the terms of this Agreement. Fade will take reasonable steps to maintain and support the Platform Services to ensure reliable access for the Customer. Fade may update or enhance the Platform Services periodically to improve functionality, security, or performance.
1.2 Customer Data
Fade will maintain appropriate administrative, technical, organizational, and physical security measures to protect the Customer's business data, staff information, client records, and other data processed through the Platform Services ("Customer Data") against unauthorized access, disclosure, or alteration. Fade will use reasonable efforts to protect the Customer Data against the introduction of any malicious code, including viruses, worms, or other harmful components. Fade will use and process Customer Data solely to provide the Platform Services. Customer retains all rights to its data, and Fade will use Customer Data only to the extent necessary to deliver the services. Customer is responsible for maintaining all rights required to provide the Customer Data to Fade and use it within the Platform Services. Fade may remove Customer Data if required by law or based on a credible third-party claim after providing reasonable notice to the Customer.
1.3 Third-Party Services
The Platform Services rely on third-party service providers for certain functionality, including payment processing, SMS delivery, cloud infrastructure, and related services. Customer acknowledges that use of the Platform Services may be subject to the terms and policies of these third-party services. Fade is not responsible for the availability, performance, or policies of third-party services. In the event that a third-party provider modifies or discontinues its services, Fade will make reasonable efforts to minimize disruption but is not liable for any resulting impact on the Platform Services.
2. Customer Commitments
2.1 Use of the Platform Services
Customer agrees to use the Platform Services only as permitted by this Agreement and any provided documentation or reasonable written instructions from Fade ("Documentation"). Customer will not use the Platform Services in any way that could disrupt, disable, overburden, or impair the functionality of the Platform Services or interfere with any other party's use of the Platform Services.
2.2 Customer Account
Customer will ensure that all account information is accurate and complete and will promptly update any information that becomes inaccurate. Customer is responsible for maintaining the security and confidentiality of account credentials and is solely responsible for any activity under the account. Customer will restrict access to authorized users ("Authorized Users") and ensure that each Authorized User has unique credentials. Customer acknowledges that any sharing of credentials may result in loss of access to the Platform Services. Customer will promptly notify Fade of any unauthorized access or security breaches affecting its account.
2.3 Authorized Users and Staff
Customer represents and warrants that it has the authority to invite Authorized Users to the Platform Services and to manage those users' roles, permissions, and compensation settings. Customer is responsible for ensuring that each Authorized User agrees to use the Platform Services in accordance with this Agreement. Customer is solely responsible for the accuracy of compensation models, commission rates, and payout configurations set within the platform. Fade is not liable for disputes between the Customer and its Authorized Users regarding compensation, scheduling, or any other business matter.
2.4 Client Data and Consent
Customer is responsible for its relationship with its Clients, including obtaining any necessary consents for the collection, use, and processing of Client information through the Platform Services. Customer represents and warrants that it has the authority to provide Client data — including names, phone numbers, email addresses, and appointment information — to Fade for processing through the Platform Services. Customer is solely responsible for ensuring that its collection and use of Client data complies with all applicable privacy laws and regulations.
2.5 Compliance and Conduct
Customer agrees not to use the Platform Services for any activities that: (a) violate any applicable laws, regulations, or third-party rights, including privacy and intellectual property rights; (b) attempt to gain unauthorized access to Fade's systems or data, or compromise the security of the Platform Services; or (c) introduce any harmful code, such as viruses, malware, or other malicious components. Customer also agrees not to transfer, resell, or license the Platform Services or make them available to any third parties other than Authorized Users and Clients in the ordinary course of business.
3. Payment
3.1 Subscription Fees
Access to the Platform Services requires a paid subscription. Subscription fees are based on the plan selected by the Customer and are billed on a recurring basis according to the selected billing cycle. Fade reserves the right to modify subscription pricing with reasonable advance notice. Any applicable fees will be non-refundable except as required by applicable law.
3.2 Payment Processing
When included in the Customer’s subscription plan, the Platform Services provide tools for accepting payments from Clients and viewing payouts to the Customer’s bank account. Third-party payment providers process these payments and shop payouts. The Customer is responsible for paying its Authorized Users; Fade does not currently distribute payments to barbers. Customer acknowledges and agrees that:
- Fade is not a party to transactions between the Customer and its Clients. The Customer is the merchant of record for all Client transactions processed through the platform.
- Payment processing fees are charged by the third-party payment provider and are passed through to the Customer without markup by Fade.
- Customer is responsible for onboarding with the third-party payment provider and agreeing to their terms of service.
- Fade is not responsible for payment disputes between the Customer and its Clients, or between the Customer and its Authorized Users.
- Fade does not store, process, or have access to full credit card numbers, bank account numbers, or other sensitive financial credentials. All such data is handled directly by the third-party payment provider.
3.3 Taxes
All fees will be exclusive of applicable taxes, levies, or duties imposed by taxing authorities. Customer will be responsible for paying any applicable taxes, excluding taxes based on Fade's income.
4. SMS and Messaging
4.1 Platform Messaging
The Platform Services include SMS and messaging functionality that enables the Customer to send transactional communications to Clients, including appointment confirmations, reminders, cancellation notices, and other service-related messages. These messages are sent on behalf of the Customer's business through third-party messaging providers.
4.2 Customer Responsibilities
Customer is responsible for ensuring that all messaging conducted through the Platform Services complies with applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any other applicable federal, state, or local messaging regulations. Specifically, Customer agrees to:
- Obtain proper consent from Clients before sending transactional or promotional messages through the platform
- Honor all opt-out requests promptly
- Not use the messaging features for unsolicited marketing, spam, or any unlawful purpose
- Maintain records of consent as required by applicable law
4.3 Opt-Out and Compliance
The Platform Services provide built-in opt-out mechanisms that allow Clients to stop receiving messages by replying with standard keywords (such as STOP). Fade will process opt-out requests automatically and will not send further messages to opted-out recipients. Customer acknowledges that Fade's compliance tools are provided as a convenience and do not relieve the Customer of its independent obligation to comply with messaging laws.
4.4 Messaging Limitations
Fade does not guarantee the delivery, timing, or receipt of any SMS or other messages sent through the Platform Services. Message delivery depends on third-party carriers and messaging providers, network conditions, and recipient device settings. Fade is not liable for any damages arising from undelivered, delayed, or misdirected messages.
5. Confidentiality
5.1 Definitions
"Confidential Information" refers to any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is identified as confidential or that a reasonable person would understand to be confidential based on the nature of the information and the circumstances of its disclosure. Customer's Confidential Information includes Customer Data processed through the Platform Services. Fade's Confidential Information includes the Platform Services' underlying technology, pricing, and documentation. Confidential Information does not include information that: (a) becomes public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.
5.2 Obligations
The Receiving Party will only use Confidential Information for purposes related to this Agreement and will restrict access to Confidential Information to employees, contractors, and agents who need to know for those purposes and are bound by confidentiality obligations. The Receiving Party will use reasonable care to protect the Confidential Information and prevent unauthorized access or disclosure. Confidential Information remains the property of the Disclosing Party, and upon written request, the Receiving Party will destroy or return all Confidential Information in its possession, except for backup copies made in the ordinary course of business.
5.3 Required Disclosures
If the Receiving Party is legally required to disclose any Confidential Information, it will provide prompt written notice to the Disclosing Party (if legally permissible) and will cooperate with any efforts to seek protective measures at the Disclosing Party's expense.
5.4 Data Privacy
Fade's handling of Customer Data and Client data is governed by its Privacy Policy, which outlines how data is collected, used, shared, and protected. Customer acknowledges and agrees to the terms of the Privacy Policy as a condition of using the Platform Services.
6. Indemnification
6.1 Indemnification by Fade
Fade agrees to defend, indemnify, and hold the Customer harmless against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from any third-party claim that the Customer's use of the Platform Services as permitted under this Agreement infringes or misappropriates a third party's intellectual property rights or results from Fade's gross negligence or willful misconduct.
6.2 Indemnification by Customer
Customer agrees to defend, indemnify, and hold Fade harmless against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) Customer's violation of any laws or third-party rights, including intellectual property or privacy rights; (b) any use of the Platform Services by Customer that violates this Agreement or applicable law; (c) Customer Data or Customer's use of Client data in connection with the Platform Services; (d) any dispute between Customer and its Clients or Authorized Users; (e) Customer's failure to obtain proper consent for SMS or other communications sent through the Platform Services; or (f) Customer's failure to comply with applicable payment, tax, or employment laws in connection with its use of the Platform Services.
6.3 Indemnification Process
A party seeking indemnification ("Indemnified Party") will promptly notify the other party ("Indemnifying Party") of any claim. The Indemnifying Party will have control over the defense and settlement of the claim, provided that it does not settle any claim that imposes liability or obligations on the Indemnified Party without prior consent. The Indemnified Party will cooperate in the defense at the Indemnifying Party's expense.
7. Disclaimer
Except as expressly provided in this Agreement, the Platform Services and any related products or services are provided on an "AS IS" and "AS AVAILABLE" basis. Fade expressly disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.
Fade does not guarantee that the Platform Services will be uninterrupted, error-free, or meet Customer's specific needs. Customer is solely responsible for backing up all Customer Data, and Fade will not be liable for any loss of Customer Data. Additionally, Fade reserves the right to modify or improve features, functions, or interfaces of the Platform Services over time, provided that such changes do not materially degrade the Platform Services.
Fade does not guarantee the accuracy, completeness, or reliability of any data processed through the Platform Services, including appointment information, financial calculations, or payment amounts. Customer is responsible for reviewing all transactions, payout calculations, and business data. Fade is not responsible for errors in compensation splits, payment amounts, or financial reporting that result from incorrect settings or data entered by the Customer or its Authorized Users.
8. Limitation of Liability
To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, loss of business, or loss of data, even if the party has been advised of the possibility of such damages. This limitation applies regardless of the basis of liability, including tort, contract, or other legal theories.
Except for each party's indemnification obligations, Customer's payment obligations (if any), or Customer's breach of Section 2.5 (Compliance and Conduct) or Section 5 (Confidentiality), each party's total cumulative liability arising out of or relating to this Agreement will not exceed the greater of (a) the total fees paid by Customer to Fade in the twelve (12) months preceding the claim, or (b) one hundred United States dollars (US $100). The provisions of this section allocate the risks under this Agreement, and the parties have relied on these limitations in determining whether to enter into this Agreement.
9. Term and Termination
9.1 Term
This Agreement will commence on the date the Customer first accesses the Platform Services (the "Effective Date") and will continue until terminated in accordance with this Section. The term of any paid subscription will renew automatically based on the selected billing cycle, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.
9.2 Termination for Cause
Either party may terminate this Agreement or suspend access to the Platform Services upon written notice if the other party materially breaches any term of this Agreement and fails to cure the breach within thirty (30) days of receiving notice of the breach. Additionally, Fade may terminate this Agreement immediately upon notice if required to comply with applicable laws or if Customer is using the Platform Services in a manner that could harm Fade's business or reputation.
9.3 Suspension of Services
Fade may suspend Customer's access to the Platform Services if Customer is in material breach of this Agreement. Fade will provide reasonable notice before suspending access, and will promptly restore access upon resolution of the issue.
9.4 Effect of Termination
Upon termination of this Agreement, Customer's access to the Platform Services will immediately cease. Fade will delete Customer Data in accordance with its Privacy Policy and data retention practices. Account data is deleted upon account deletion by the Customer or upon request to support@getfade.co. Any outstanding payment obligations, including unpaid subscription fees, will survive termination and remain due.
9.5 Survival
The provisions of Sections 2 (Customer Commitments), 3 (Payment), 4 (SMS and Messaging), 5 (Confidentiality), 6 (Indemnification), 7 (Disclaimer), 8 (Limitation of Liability), and this Section 9.5 will survive any termination of this Agreement.
10. General
10.1 Ownership
Fade and its licensors retain all ownership rights in and to the Platform Services, including all intellectual property rights therein. Customer's rights to use the Platform Services are limited to those expressly granted in this Agreement. No other rights are granted to Customer by implication or otherwise.
10.2 Marketing
Customer grants Fade the right to include Customer's name and logo in lists of Fade's customers on Fade's website and marketing materials, subject to Customer's written approval (including email consent).
10.3 Notices
All notices under this Agreement must be in writing and sent to the receiving party's principal place of business or to such other address as the receiving party may designate. Notices may be delivered by email, overnight courier, or registered mail.
10.4 Governing Law
This Agreement is governed by the laws of the state of Delaware, United States, without regard to its conflict of law principles. Any disputes arising from this Agreement will be resolved in the state or federal courts located in Wilmington, Delaware, and the parties consent to the jurisdiction of these courts.
10.5 Force Majeure
Neither party will be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including acts of God, labor disputes, or governmental actions. Each party will use reasonable efforts to resume performance as soon as feasible following such an event.
10.6 No Assignment
Neither party may assign this Agreement or any of its rights or obligations hereunder without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.
10.7 Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or communications. Any modifications to this Agreement must be in writing and signed by both parties.
10.8 Severability
If any provision of this Agreement is found to be unenforceable, that provision will be reformed to the extent necessary to make it enforceable, and all other provisions will remain in effect.
10.9 Waiver
Failure to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision.
10.10 Contact
If you have questions about these Terms & Conditions, contact us at:
Tarn Apps Inc., operating as Fade
Email: legal@getfade.co
Website: getfade.co