Terms of Service

1. Who we are and acceptance of these Terms

Welcome to Koave. These Terms of Service ("Terms") are a binding agreement between you and Koave, LLC, a California limited liability company ("Koave," "we," "us"), and they govern your use of koave.org, koave.art, and related services (together, the "Platform").

By creating an account, clicking to accept these Terms, or using the Platform, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Platform. If you are using the Platform on behalf of a business, you represent that you have authority to bind that business.

2. Definitions

"Creative" (or "Seller") means a user approved to offer creative work or services for sale on the Platform. "Buyer" means a user who purchases from a Creative. "Order" means an agreed purchase between a Buyer and a Creative, including any milestones. "Milestone" means a defined portion of an Order with its own deliverable and payment. "Deliverable" means the work product a Creative is required to provide under an Order or Milestone. "Content" means anything uploaded or posted to the Platform, including listings, portfolios, messages, Deliverables, and reviews. "Platform Fee" means Koave's commission as described in Section 7. "AI-Assisted Work" and "AI-Generated Work" have the meanings in Section 11.

3. Eligibility and accounts

You must be at least 18 years old to use the Platform. To verify your eligibility, you must provide your date of birth at registration. By providing your date of birth, you certify that the information is accurate and that you are at least 18 years of age. Providing a false date of birth is a violation of these Terms and grounds for immediate account termination. You are responsible for your account credentials and for all activity under your account. Notify us immediately at contact@koave.art if you believe your account has been compromised.

Selling on Koave is currently by invitation. We may approve, decline, or revoke seller access at our discretion, and an invitation does not guarantee approval. Buyers may register without an invitation.

If we offer sign-in through a third-party identity provider (such as Google or Apple), you authorize us to receive basic account information from that provider (such as your name and email address) to create and secure your account. Your use of the identity provider is governed by its own terms. If your third-party account becomes unavailable or you revoke access, you may need to set a password with us to keep using the Platform.

4. Koave's role

Koave is a marketplace platform. We provide the venue, tools, and payment-processing infrastructure that let Buyers and Creatives find each other and transact. Koave is not a party to any Order and does not act as agent for either the Buyer or the Creative. We do not employ Creatives, we do not take ownership of their work, and we do not guarantee any outcome of an Order. The contract for the work itself is solely between the Buyer and the Creative.

We may feature, curate, or organize listings, and we may remove Content or restrict accounts that violate these Terms. Curation does not make Koave the seller of any work.

5. Creative (Seller) terms

As a Creative, you represent that: (a) you own or have all rights needed to sell the work and grant the licenses in your Orders; (b) your listings are accurate, including price, scope, timeline, and the provenance disclosures required by Section 11; (c) you will perform Orders professionally and deliver what was agreed; and (d) you are an independent business operating under your own control and direction. Nothing in these Terms creates an employment, agency, joint venture, or franchise relationship between you and Koave. Koave does not control the manner, method, or means by which you perform your work. You are solely responsible for your own taxes (including income and self-employment taxes), insurance, and business registrations. Koave will report payments and issue IRS Form 1099-K or other required tax information forms through Stripe as required by applicable law.

Payouts require a payment account with our payment processor, Stripe. By onboarding as a Creative, you agree to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service. Payment processing services for Creatives on Koave are provided by Stripe and are subject to those agreements, which may be updated by Stripe from time to time. As a condition of Koave enabling payments through Stripe, you agree to provide accurate and complete information about you and your business, and you authorize Koave to share it and transaction information with Stripe.

6. Buyer terms

As a Buyer, you agree to: (a) provide accurate payment information and have authority to use the payment method; (b) for Milestone Orders, review Deliverables and approve or dispute milestones within fourteen (14) days of delivery (after which a milestone will be deemed approved, the Buyer's Card on File will be charged, and the payment becomes final); (c) use delivered work only within the license or rights granted in the Order; and (d) communicate and transact through the Platform for work you found on the Platform (see Section 9). For Milestone Orders, the deemed-approval period and its consequences will be clearly disclosed to you at checkout and in each milestone-delivery notification.

7. Fees

Koave charges Creatives a Platform Fee equal to 12% of each Order's value, deducted automatically when funds are released. Creatives keep 88%. Buyers are shown the full price before purchase; the price displayed is the price charged and no additional amounts are added at checkout. We will give at least thirty (30) days' notice before any change to the Platform Fee, and fee changes apply only to Orders created after the effective date of the change.

8. Payments, milestones, refunds, and chargebacks

8.1 Payment processing. All payments on the Platform are processed as destination charges through Stripe. When a charge is made, the payment is routed directly to the Creative's connected Stripe account, less the Platform Fee described in Section 7. Koave does not hold, control, or have access to Buyer funds at any point; no funds are held in reserve, pending release, or in any custodial or escrow-like arrangement. Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement and the Stripe Terms of Service.

8.2 Order types. The Platform supports multiple Order types with different payment flows: (a) Milestone Orders, including milestone bookings and invoice milestones, use a saved Card on File, a milestone structure, and a Buyer approval window; and (b) Invoice Orders, including product/digital checkout, full-payment invoices, and deposit/payment-plan invoices, are paid directly by the Buyer via an invoice or checkout session, with no card saved on file, no approval window, and no deemed approval.

8.3 Milestone structure. Milestone Orders are structured around one or more milestones. The Creative defines the milestones for each Order at Order creation, including their scope, sequence, and pricing. Milestones may be divided by percentage of total project value, by stage-specific pricing, or by any other division the Creative and Buyer agree upon. Changes in scope must be handled through a new invoice or a new Order; milestones may not be added during an existing Order.

8.4 First milestone and card-on-file. For Milestone Orders, the first milestone is charged when the Buyer books the Order. The Buyer's payment method is saved at that time ("Card on File") for use in subsequent milestone charges. Payment of the first milestone is routed directly to the Creative upon the charge; the Creative is not required to complete work on the first milestone before receiving payment.

8.5 Subsequent milestones. For Milestone Orders, after the first milestone, the Creative performs the work described in the milestone, marks it complete, and submits the Deliverable. Upon submission, the fourteen (14) day approval period described in Section 6 begins. The Buyer's Card on File is charged for the applicable milestone amount when the Buyer confirms approval of the Deliverable or, if the Buyer takes no action, upon deemed approval at the expiration of the approval period. Payment is routed directly to the Creative at the time of charge.

8.6 Buyer approval window. For Milestone Orders, upon submission of a milestone Deliverable, the Buyer has the approval period described in Section 6 to review the Deliverable and confirm approval or raise a dispute. The approval period precedes the charge; no amount is charged to the Buyer's Card on File until the Buyer confirms approval or the approval period expires. If the Buyer takes no action within the approval period, the milestone is deemed approved under Section 6, the Buyer's Card on File is charged at that time, and the payment is final with no refund absent a dispute resolved in the Buyer's favor.

8.7 Invoice Orders. For Invoice Orders (product/digital checkout, full-payment invoices, and deposit/payment-plan invoices), payment is collected via a Stripe Checkout session or a Stripe invoice sent to the Buyer. The Buyer pays directly; no payment method is saved, there is no approval window, and there is no deemed-approval mechanism. Payment is routed to the Creative's connected Stripe account, less the Platform Fee, upon completion of the charge.

8.8 Refunds. Refunds to Buyers for all Order types are processed manually through Stripe and occur when: (a) an Order or milestone is cancelled by agreement of the parties; (b) a dispute is resolved in the Buyer's favor under Section 16; or (c) a refund is otherwise required by applicable law. Resolution of a dispute under Section 16 updates the dispute status and notifies both parties but does not itself trigger an automatic movement of funds.

8.9 Chargebacks.

(a) For payment-processing and card-network purposes, Koave is the merchant of record for all transactions conducted through the Platform and is the party that receives, responds to, and bears chargebacks in the first instance. This designation does not make Koave the seller of the Creative's work; the Creative remains the seller under Section 4.

(b) When a chargeback is filed, Stripe debits the disputed amount and the dispute fee from Koave's platform balance. No amount is taken from the Creative unless Koave affirmatively initiates a transfer reversal under subsection (c).

(c) Koave's sole recovery mechanism against a Creative for a chargeback is a transfer reversal, meaning a reversal of the transfer previously made to the Creative's connected Stripe account. Koave may initiate a transfer reversal only up to the amount originally transferred to the Creative, which is 88% of the applicable transaction amount (the applicable Order amount less the Platform Fee). The dispute fee is never recoverable from the Creative through a transfer reversal.

(d) A transfer reversal may cause the Creative's connected Stripe account balance to become negative. Stripe may offset that negative balance against the Creative's subsequent sales on the Platform and may debit the Creative's bank account on file. While the connected account balance is negative, payouts to the Creative will be suspended. Dispute fees charged by card networks or Stripe are borne by Koave and are not recoverable from the Creative through a transfer reversal or offset. Any recovery of a dispute fee from a Creative must be pursued as a contractual claim and is not an automatic deduction.

(e) All chargebacks are processed in accordance with Stripe's dispute and chargeback policies, as updated by Stripe. Koave may pause or suspend an affected account pending investigation and resolution of a chargeback, investigate the circumstances of any chargeback, including by reviewing transaction records, communications, and Deliverables, and provide relevant records to Stripe and applicable card networks. Reinstatement of a paused or suspended account is at Koave's sole discretion and may be subject to conditions Koave deems appropriate.

9. Keeping transactions on the Platform

If you find a Creative or Buyer through Koave, Orders arising from that connection must be placed and paid through the Platform for twelve (12) months from your first contact on the Platform. Soliciting or accepting off-Platform payment to avoid the Platform Fee is a material violation of these Terms and may result in account suspension or permanent removal. This section does not restrict relationships that existed before either party joined Koave, and it does not prevent Creatives from linking to their own websites and social profiles as described in Section 13.

10. Intellectual property: ownership and licenses

Creatives own their work. Uploading Content to Koave does not transfer ownership to Koave or to anyone else. What a Buyer receives is defined by the Order: the listing must state whether the Buyer receives a license (and its scope) or an assignment of rights upon full payment. If an Order does not specify the rights granted, the Buyer receives a non-exclusive, non-transferable, non-sublicensable license to use the Deliverable for the Buyer's own personal or internal business purposes only, and no rights transfer until payment in full for the applicable milestone or Order. For milestone-based Orders, the license to each Deliverable attaches only upon approval and payment of the corresponding milestone.

You grant Koave a non-exclusive, worldwide, royalty-free license to host, display, reproduce, cache, and promote your Content solely as needed to operate, maintain, and market the Platform. This license is not sublicensable except to service providers acting on Koave's behalf to operate the Platform. This license ends when you remove the Content or close your account, except for: (a) completed Order records Koave is required to retain for legal, tax, or compliance purposes; and (b) rights already granted to a Buyer, which are not affected by removal. Unless you opt out in your account settings, Creatives may display work produced through completed Orders in their Koave portfolio, subject to any confidentiality terms agreed in the Order. Creatives retain the right to be credited as the author of their work displayed on the Platform.

The Koave name, logo, and Platform design are Koave's property. These Terms grant no rights to them.

11. Provenance: AI disclosure policy

Koave is a marketplace for human creative work. "AI-Generated Work" means work whose expressive content is produced entirely or predominantly by a generative AI system without meaningful human creative direction, selection, or arrangement. "AI-Assisted Work" means work in which a human author used AI tools as part of a creative process that the human directed and in which the human made substantive creative choices. Fully AI-Generated Work may not be listed or delivered on the Platform. AI-Assisted Work is permitted only if the Creative discloses the nature and extent of AI assistance in the listing and in the Deliverable description. Misrepresenting provenance — including failing to disclose AI assistance or mischaracterizing AI-Generated Work as human-created — is a material violation of these Terms. If Koave determines, in its reasonable judgment, that provenance has been misrepresented, Koave may remove the Content, refund affected Buyers from amounts otherwise payable to the Creative, and suspend or permanently remove the Creative's account. Koave does not undertake a duty to pre-screen or monitor all Content for AI provenance but reserves the right to investigate and take action when potential misrepresentation is identified or reported.

12. User content, reviews, and prohibited conduct

You are responsible for your Content. You may not post or sell anything that: infringes others' intellectual property or proprietary rights; is unlawful, fraudulent, or deceptive; contains malware or harmful code; harasses or threatens others; or violates the provenance rules in Section 11. You may not register or use a username, display name, or handle that impersonates another person or entity, that is confusingly similar to another user's identity, or that is misleading as to your affiliation or endorsement. Koave may require you to change a username or handle that violates this provision. Reviews must reflect a genuine, good-faith account of a completed transaction. You may not offer or accept anything of value in exchange for a review, review your own listings, or coordinate reviews, consistent with the principles of the Federal Trade Commission's Endorsement Guides (16 C.F.R. Part 255). We may remove Content and reviews that violate these rules.

Koave does not pre-screen all Content and is not responsible for user Content, but we reserve the right to remove Content and to suspend accounts at our discretion to protect the Platform and its users.

13. Third-party links, services, and connected accounts

Creative profiles may include links to the Creative's own websites and social media accounts. These links are provided by the Creative for convenience. Koave does not control, endorse, or assume responsibility for third-party sites, their content, or their practices. If you leave the Platform through a link, you do so at your own risk and subject to that site's terms and privacy policy.

The Platform also relies on third-party services to operate, including Stripe for payments and, if enabled, identity providers for sign-in (Section 3). Your use of those services is subject to their own terms, and we are not responsible for their acts or omissions.

14. Shipping and Tangible Goods

The Platform does not currently support orders for tangible goods. When tangible-goods orders are introduced, terms governing shipping, delivery, risk of loss, returns, packaging requirements, insurance, and customs and duties will be set forth in a Shipping Policy, form part of these Terms.

15. Copyright complaints (DMCA)

We respect intellectual property and respond to notices that comply with the Digital Millennium Copyright Act ("DMCA"). To report claimed infringement, send a notice containing the elements required by 17 U.S.C. § 512(c)(3) to our designated agent: Koave, LLC, contact@koave.art. We will promptly remove or disable access to material identified in a compliant notice, notify the user who posted the material, and process counter-notifications as provided by 17 U.S.C. § 512(g). Koave maintains a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

16. Disputes between Buyers and Creatives

If a Buyer and Creative disagree about an Order, they should first try to resolve it directly through the Platform's messaging and revision tools. For Milestone Orders, the Buyer may open a dispute at any time during the approval period described in Section 8.6, before the Buyer's Card on File is charged. If a dispute is opened during the approval period, the charge is held pending resolution and the deemed-approval timer is paused. For Invoice Orders, the Buyer may open a dispute within fourteen (14) days of payment. Disputes are filed against an Order. Both parties may submit evidence through the dispute tool. Koave will review the Order terms, communications, and Deliverables and will make a determination as to whether the Creative retains the payment already received or to be received, whether a refund is issued to the Buyer, or some combination. Koave's determination is binding on both parties solely with respect to their use of the Platform's payment system. This determination does not constitute a legal adjudication of the parties' underlying rights, does not determine ownership of intellectual property, and does not bar either party from pursuing independent legal remedies against the other in any forum of competent jurisdiction.

17. Disputes with Koave: arbitration and class waiver

Before initiating arbitration or any other proceeding against Koave, you must first send a written notice describing your claim, the facts supporting it, and the specific relief you seek to contact@koave.art ("Dispute Notice"). Koave will send any Dispute Notice to you at the email address associated with your account. The parties will attempt in good faith to resolve the Dispute informally for thirty (30) days from the date the Dispute Notice is received. During this period, either party may request a telephone or video conference to discuss the Dispute, but neither party is required to agree. If the Dispute is not resolved within the thirty-day period, either party may proceed to arbitration as described below. No arbitration demand may be filed until the informal resolution period has expired. Compliance with this subsection is a condition precedent to initiating arbitration, and an arbitrator may dismiss without prejudice any claim filed before the thirty-day period has run.

Any dispute, claim, or controversy between you and Koave arising out of or relating to these Terms, the Platform, or any transaction facilitated through the Platform ("Dispute") will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, except that: (a) either party may bring an individual claim in small claims court if the claim qualifies; (b) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent infringement or misuse of intellectual property rights or unauthorized access to the Platform; and (c) nothing in this section limits or waives your right to seek public injunctive relief in any forum in which California law permits such relief to be sought. For claims of ten thousand dollars ($10,000) or less, Koave will pay all AAA filing and arbitrator fees; for claims above that amount, fees will be allocated as provided by the AAA Consumer Arbitration Rules. The arbitrator may award the same individual relief that a court could award. YOU AND KOAVE EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. If a court of competent jurisdiction determines that the class action waiver in this section is unenforceable as to a particular claim, that claim (and only that claim) will be severed and proceed in court while the remainder of any Dispute proceeds in arbitration. You may opt out of this arbitration agreement by sending written notice to contact@koave.art within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name, account identifier, and a clear statement that you wish to opt out of arbitration.

18. Disclaimers

The Platform is provided "as is" and "as available." To the fullest extent permitted by applicable law, Koave disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Koave does not warrant that the Platform will be uninterrupted, error-free, or secure, and does not guarantee the quality, safety, legality, or delivery of any work sold by Creatives. Nothing in this section limits or disclaims Koave's obligations under the payment system described in Section 8 or the dispute-resolution process described in Section 16. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you to the extent prohibited by applicable law.

19. Limitation of liability

To the fullest extent permitted by applicable law: (a) Koave is not liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, regardless of the theory of liability; and (b) Koave's total aggregate liability for all claims arising out of or relating to these Terms or the Platform is limited to the greater of one hundred U.S. dollars (USD $100) or the total Platform Fees Koave actually received from your transactions in the twelve (12) months immediately preceding the event giving rise to the claim. These limitations apply to the maximum extent permitted by law but do not apply to: (i) liability for fraud, willful misconduct, or gross negligence; (ii) Koave's obligation to disburse funds held by the payment processor under Section 8; or (iii) any liability that California law prohibits limiting, including under California Civil Code § 1668.

20. Indemnification

You will indemnify, defend, and hold harmless Koave and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and reasonable attorneys' fees and costs arising from: (a) your Content; (b) your violation of these Terms or of applicable law; or (c) your infringement or misappropriation of any third party's rights. If you are a Creative, this indemnity also covers claims arising from your performance of Orders and your representations regarding provenance under Section 11. If you are a Buyer, this indemnity also covers claims arising from your use of purchased work outside the scope of the license or rights granted in the Order. Koave may assume the exclusive defense and control of any matter subject to indemnification, at its own expense, in which case you will cooperate with Koave in asserting any available defenses.

21. Termination

You may close your account at any time through your account settings. However, if you have any pending or in-progress Orders, you may not close your account until those Orders are completed, cancelled by agreement, or resolved through the dispute process in Section 16. If you attempt to close your account while Orders are pending, your account will be deactivated rather than deleted, and will remain active solely for the purpose of completing or resolving those Orders. We may suspend or terminate your account if you violate these Terms, if we reasonably believe your account poses a fraud or security risk, or upon reasonable notice if we discontinue the Platform. Unless otherwise agreed upon between the Buyer and the Creative on termination: (a) milestones already charged and paid to the Creative where work is in progress will be completed, refunded, or resolved via Section 16; (b) for Milestone Orders, milestones not yet charged will not charge the Buyer's Card on File; for Invoice Orders, any unpaid invoices will be cancelled; (c) amounts owed to Creatives for approved and completed work will be paid out in the ordinary course; (d) your Content will be handled in accordance with Sections 10 and 22; and (e) the following sections survive termination: Sections 2, 9, 10, 11, 17, 18, 19, 20, 23, and 25.

22. Data Retention

You may choose to delete or deactivate your account. If you delete your account, Koave will retain your data for thirty (30) days following deletion, after which your data will be automatically and permanently deleted. If you deactivate your account, Koave will store your data and will not delete it. You may reactivate your account at any time to regain access to your data. Data retention is subject to Koave's Privacy Policy and applicable law, including any legal or regulatory obligations that may require Koave to retain certain data beyond the periods described above.

Deletion of your account does not delete the other party's independent records of communications with you or of transactions involving you. Messages exchanged with other users will be anonymized (attributed to "Deleted User") but retained for the other party. Reviews you authored will remain visible, attributed to "Former User," unless independently removed. Reviews about you posted by other users will remain on the Platform.

23. Changes to these Terms

We may update these Terms from time to time. For material changes, we will give at least thirty (30) days' advance notice by email to your account address and by prominent notice within the Platform before the updated Terms take effect. Your continued use of the Platform after the effective date constitutes acceptance of the updated Terms. If you do not agree with the updated Terms, you must stop using the Platform before the effective date. Material changes will not apply retroactively to Orders already in progress at the time of the change. Changes to the arbitration provisions in Section 17, the Platform Fee, or the limitation of liability in Section 19 will require affirmative click-through re-acceptance. Each version of these Terms will be dated, and prior versions will be available on request.

24. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. Subject to Section 17, any dispute not required to be arbitrated will be brought in the state or federal courts located in Los Angeles County, California, and the parties consent to that venue.

25. Privacy

Our Privacy Policy explains what personal information we collect, how we use it, and your rights under applicable law, including your rights under the California Consumer Privacy Act ("CCPA") and the California Privacy Rights Act ("CPRA") if and when Koave meets the applicable thresholds. The Privacy Policy is incorporated into and forms part of your agreement with us. Payment information is processed by Stripe under Stripe's privacy policy, which is linked at checkout and in your payment settings. If you sign in through a third-party identity provider (Section 3), the data received from that provider is described in our Privacy Policy.

26. Miscellaneous

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. Our failure to enforce a provision is not a waiver of our right to enforce it later. You may not assign or transfer these Terms or any rights hereunder without Koave's prior written consent. Koave may assign these Terms without restriction, including in connection with a reorganization, incorporation, merger, acquisition, or sale of all or substantially all of its assets. Any such assignment will be effective upon notice to you, and your continued use of the Platform following such notice constitutes your consent to the assignment. These Terms, the Privacy Policy, and any policies or guidelines expressly incorporated by reference constitute the entire agreement between you and Koave regarding the Platform and supersede all prior agreements on the subject matter. Notices to Koave must be sent to contact@koave.art; notices to you will be sent to the email address associated with your account. Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental actions, or infrastructure failures.