Terms - Kayse AI

Terms of Use

Updated 4/23/2025

This Software Licensing Agreement (the “Agreement” or “ Terms of Use”) is entered into on the date of execution (the “Effective Date”), between (“Subscriber” or “you”) and Case Connect Group, LLC., a New York company doing business as Kayse, Kayse AI, Kayse.ai, Kayse App, Kayseapp.com, (“Licensor” or “KAYSE[1]”) with its principal place of business at 1400 Old Country Rd, Suite 305, Westbury, NY 11590. For purposes of this Agreement, Subscriber and Licensor each will be referred to individually as a “Party” and together as the “Parties.” These Terms of Use apply to your use of the Service (defined below). The Service is intended for use only by users that are at least 18 years of age.

“Site” refers to https://www.kayseapp.com and http://www.kayse.ai, the web application located at kayse.ai and kayseapp.com, the mobile application, and all associated white label accounts. The Site contains text, pictures, graphics, videos, logos, images, works of authorship, computer code, design elements, trade dress, technical information, and other content, as well as available features or services discussed, referenced, provided, or offered through or on the Site (collectively with all information and material about KAYSE and its Services, the “Content”). For the purposes of these Terms of Use, the term “Site” also includes the Content, except where the context specifically indicates otherwise.

“Software”: The AI-driven legal software solution developed and owned by Licensor, known as KAYSE, including all updates, enhancements, and modifications.

“Authorized Users” means Subscriber’s employees or contractors using the Service solely on behalf of Subscriber.

PLEASE NOTE: Your access to and use of the Service are governed by these Terms of Use, as well as all applicable laws and regulations. Only individuals and entities who have reached the age of legal majority and can form legally binding agreements under applicable law are permitted to use the Service and/or establish a Service account, where applicable. Please read these Terms of Use carefully. If you do not acknowledge and agree to these Terms of Use, you are not authorized to access or use the Service. By accessing and using the Service, you acknowledge and agree to be bound by these Terms of Use. These Terms of Use explain the terms by which you may use our online and/or mobile services, Site, and Software including all updates, enhancements, and modifications (collectively, the “Service“).

We may update, modify, supplement, or change these Terms of Use from time to time by providing advance notice, which may include posting the revised Terms here. If you continue to use the Service after such changes are posted, you will be bound by the updated Terms of Use. Unless otherwise indicated, any new Content added to the Service will also be subject to these Terms of Use, effective on the date of such addition. You are encouraged to review the Site and these Terms of Use periodically for any updates or changes. If you do not agree to the changes, you must stop using our Services.

WHEREAS, Subscriber is a law firm or an entity authorized to provide legal or claims management services as defined by the applicable governmental authorities where the firm or entity is located.

WHEREAS, KAYSE has developed the web/cloud-based KAYSE ^TM legal client continuity AI platform to be used by law firms, claims management firms, and related entities to enhance case management, client communication, and firm efficiency.

WHEREAS, Subscriber wishes to utilize KAYSE ^TM to assist in its operations.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. USE OF KAYSE.

1.1 GRANT. Licensor hereby grants the Subscriber a limited, revocable, non-exclusive and non-transferable license, without right of sublicense, during the Term to access and display on Subscriber’s Display Devices within the United States, Canada, and other countries approved by KAYSE, KAYSE ^TM, and to permit Authorized Users to use the Service for their internal operations, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are expressly reserved to Licensor. The Software and Services are licensed, not sold. Licensor retains all right, title, and interest, including all intellectual property rights, in and to the Software and Services. Subscriber acknowledges and agrees that this is a non-exclusive license, and the Licensor may grant similar licenses to other parties.

1.2 SERVICE DATA. We collect various types of information about individuals who interact with your business through the Service (collectively, “Service Data“). You agree that we, along with the service providers we use to assist in providing the Service, have the right from time to time to access your account and use, modify, reproduce, distribute, display, and disclose Service Data as necessary to develop, enhance, and provide the Service, including AI-generated features and improvements, and to respond to your support requests. Any use of Service Data for AI or machine learning purposes will be done using anonymized data, using commercially reasonably efforts to ensure that all personally identifiable information is removed or obfuscated.

1.3 SCOPE. The license granted to Subscriber under this Agreement is limited to a single, authorized Application for the display and retrieval of the Service on Subscriber’s device(s) used for managing active cases and clients. The license does not extend to multiple applications or devices beyond what is necessary for accessing content within the Service as provided under the subscription. Nothing in this Agreement obligates KAYSE to continue providing access to any Service beyond the date when KAYSE ceases offering such Service to subscribers generally. Any use of Service Data, including AI-generated features, will be conducted in accordance with Section 1.2, with data anonymized and held securely.

1.4 RESTRICTIONS OF USE. Subscriber shall not edit, alter, abridge or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights. Subscriber shall not, and shall not permit others to:

1. reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
2. modify (in while or part), translate, adapt, alter, or create derivative works from the Service;
3. copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Service; or
4. distribute, sublicense, rent, lease, loan (or grant any third party access to or use of) the Service to any third party.
5. use our Services for any illegal, harmful, or abusive activity. For example, you shall not:
  1. use our Services in a way that infringes, misappropriates or violates anyone’s rights.
  2. modify, copy, lease, sell or distribute any of our Services.
  3. attempt to or assist anyone to reverse engineer, decompile, disassemble, or discover the source code or underlying components of our Services, including our models, algorithms, or systems.
  4. automatically or programmatically extract data or Output (defined as output from the Services based on input).
  5. represent that Output was human-generated when it was not.
  6. interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services.
  7. use Output to develop models that compete with KAYSE.
  8. use the Service to build or assist in building competing products.

1.5 DEFINITIONS. As used herein:

“Application” shall mean the Licensor-developed application used by Subscriber for the Service under this Agreement;

“Active Cases” and “Clients” shall refer to the number of legal cases and clients managed through the Service, which determine the applicable subscription fees;

“Billing Start Date” shall mean the date on which billing begins for the selected Service, which under no circumstances shall be later than the Service Start Date;

“Display Devices” shall mean any device used to access and display the Service;

“Service Start Date” shall mean the date that Subscriber first receives authorized access to the applicable Service;

“Fees” shall mean the fees payable under this Agreement for the Services rendered, based on the number of active cases and clients;

“Office” shall mean the address(es) of Subscriber’s office(s) in which a Display Device is located, including clients at multiple locations who specifically utilize/subscribe to the Service; and

“Vendor” shall mean the single distributor that delivers the Service to Subscriber, subject to Licensor’s continuing authorization of such Vendor’s Application.

2. FEES AND PAYMENTS

2.1. Subscription Fees. You agree to pay KAYSE the applicable monthly or annual subscription fees as set forth by KAYSE in writing to you at the time of your signup for the Services. Fees are charged on the Billing Start Date and are payable in advance for the services rendered, based on the number of active cases and clients managed through the Service. The number of active cases and clients will be assessed on a monthly basis, and fees will be adjusted accordingly based on increases or decreases; provided, however, no prorated adjustments will be made for mid-term changes in case or client numbers. All fees paid are non-refundable. You authorize KAYSE, along with our payment affiliates or service providers, to process and store your payment card information. By subscribing to and using the Application, you acknowledge and agree to the pricing terms applicable to your subscription, as made available and clearly disclosed within the Application interface upon sign-in. These pricing terms may include subscription and usage fees, billing cycles, renewal terms, any other amounts due under this Agreement, and any applicable taxes or charges. Your continued use of the Application after sign-in constitutes your acceptance of then-current pricing terms. KAYSE reserves the right to update pricing from time to time, and any such changes will be communicated within the Application and will take effect upon your next billing cycle unless otherwise stated.

2.2. Usage Fees. In addition to subscription fees, KAYSE offers various usage-based services, including but not limited to SMS text messaging, email, voice AI calling, social media direct messages (DMs), mailed letters, contact enrichment, skip tracing, and local notary or door knocker services. Each of these services has its own pricing, which is subject to change. Usage fees, including charges for additional services beyond your selected plan, are non-refundable. Usage of services like SMS text messages, phone calls, or similar services will be calculated by rounding up to the nearest unit (e.g., minute, message, or instance of service). Spam calls or similar misuse may be excluded from billing at KAYSE’s sole discretion. If an adjustment is requested, please contact our support team.

2.3. Late Payments. If you fail to pay the fees or any other amounts due under this Agreement by the due date specified on the invoice or as otherwise provided herein, KAYSE is entitled to charge interest on the overdue amounts from the date payment was due. Interest will be calculated at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is higher, both pre-judgment and post-judgment.

2.4. Additional Fees for Certain Services. In some cases, KAYSE may incur additional fees related to porting phone numbers into or out of the platform. Certain regions (including, but not limited to, Alaska and the Yukon Territories) may incur extra costs for call forwarding or other services. Sending or receiving SMS and MMS messages to/from specific carriers or using any other additional services such as social media DMs, mailed letters, skip tracing, or local notaries, may also result in extra network or service-provider fees. KAYSE reserves the right to pass these charges on to you, and you agree to pay them.

2.5 Professional Services. During the term of this Agreement, Subscriber may request Licensor to perform computer professional services in the nature of software development, customization add-in, documentation and/or integration services (hereinafter, “Professional Services”). Upon receipt of a request, Licensor may provide Subscriber with a written proposal, and when the Parties agree to all requirements of the proposed Professional Services, a Task Order for the Professional Services shall be executed by the Parties. All Task Orders shall be subject to the terms and conditions of this Agreement. Services performed by Licensor are not exclusive to Subscriber, and Licensor may perform services of any type or nature for any other person or entity at any time.

2.6. Taxes. [You are responsible for promptly paying or reimbursing KAYSE for any applicable sales, use, excise, value-added, or similar taxes, assessments, duties, or other charges imposed by a governmental agency based on the Services provided, including any interest or penalties that result from your actions.][ Subscriber shall be responsible for all applicable taxes, excluding taxes based on Licensor’s income.]

2.7. Disputed Fees. If you dispute any portion of the fees billed to you, you must notify us in writing by identifying the specific fees which you dispute within sixty (60) days from the billing date, or the fees shall be considered correct. The Parties agree to work together to promptly resolve any disputes.

2.8. Deferred Payments and Security Interest. In some cases, in KAYSE’s sole and absolute discretion, KAYSE may defer payment for services rendered under this Agreement to KAYSE until resolution of the underlying mass tort cases (a “Deferral”), including but not limited to settlement, judgment, or any other monetary recovery (“Settlement Event”). Upon the occurrence of a Settlement Event, Subscriber shall promptly, but in all cases within five (5) days of receipt of such funds, remit full payment to KAYSE for all outstanding fees and costs associated with the Services provided. Notwithstanding the timing or outcome of any Settlement Event, Subscriber unconditionally guarantees payment in full for all services rendered by KAYSE under this Agreement. This obligation is absolute, irrevocable, and independent of the success of any particular claim or case. In the event that no Settlement Event occurs within twenty-four (24) months from the execution of this Agreement, Subscriber shall pay all outstanding fees in full no later than thirty (30) days after the expiration of this period, unless otherwise agreed in writing by KAYSE. To secure the Subscriber’s payment obligations under this Agreement, Subscriber hereby grants KAYSE a continuing security interest and lien in all rights to payment to Subscriber arising from the legal or other services provided by Subscriber to its clients in connection with the underlying mass tort (or other) cases (any such amounts due to Subscriber, a “Recovery”), whether now existing or hereafter arising, together with all proceeds and collections thereof, including without limitation, any attorney fees or costs recovered (collectively, a “Lien”). Subscriber shall not disburse or otherwise allow the Recovery to diminish unless and until KAYSE acknowledges in writing that the Lien has been fully satisfied. Subscriber represents and warrants that it has the authority to grant such a security interest and agrees to execute such further documents and take such further actions as KAYSE may reasonably request to perfect and enforce its security interest, including but not limited to the filing of financing statements under the Uniform Commercial Code. To the extent Subscriber may be required by applicable law and/or ethical rules to obtain Subscriber’s client’s consent in order for Subscriber to agree to any or all of the terms and conditions of this Agreement, including without limitation Subscriber’s grant of a security interest in or against a Recovery or any portion thereof, Subscriber shall obtain such consent, and waives any claim, argument, or defense that Subscriber’s failure to obtain such consent relieves Subscriber from any obligations under this Agreement. Subscriber further agrees that, in the event Subscriber fails to pay KAYSE upon the occurrence of a Settlement Event as required by this Agreement, KAYSE shall, pursuant to the dispute resolution procedures herein, be entitled to entry of a final judgment against Subscriber, and Subscriber further waives any and all defenses to same except full and timely payment.

For the avoidance of doubt, in the event that KAYSE grants a Deferral in its sole and absolute discretion, this shall not create any course of dealing between KAYSE..

3. SERVICE DESCRIPTION, DELIVERY AND ACCEPTANCE. If the Service is delivered to Subscriber via a Display Device, KAYSE will make the Service available to the Subscriber upon successful sign-up and completion of the subscription process. The Service will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades (“Corrections”) to the Service will be deemed accepted by the Subscriber on the day such Corrections are delivered.

KAYSE will provide the Services based on the plan you select when you subscribe to the Service. You can choose a plan that includes one or more of KAYSE’s offerings. The terms associated with these plans will be clearly indicated at the time of subscription or as updated on the KAYSE website.

4.1 Copyright

Except as otherwise stated, the Service and all Content (including but not limited to text, images, videos, software, etc.) on the Site are the copyrighted works of KAYSE or its third-party content suppliers and are protected by U.S. and international copyright laws. You may download and print a hard copy for personal use, provided that any copyright or proprietary notices remain intact. However, you may not otherwise copy, alter, distribute, reproduce, or transmit the Content without KAYSE’s prior written authorization or the consent of applicable third parties. Unauthorized use may violate copyright laws and other applicable regulations.

If you believe that any content on the Site infringes upon your intellectual property rights, please contact us immediately with all relevant information at Case Connect Group LLC, 1400 Old Country Rd Suite 305 Westbury, NY 11590, or via email at support@kayse.ai. Written claims concerning copyright infringement must include the following information:

A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the allegedly infringing material is located on our site so we can find it
Your address, telephone number, and e-mail address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

5. TERM; TERMINATION.

(a) TERM. The term of this Agreement will commence on the Effective Date and will remain in effect for twelve months, whereupon this Agreement shall automatically extend for successive 12- month terms unless this Agreement is terminated earlier by either party in accordance with Section 4(b).

(b) TERMINATION/SUSPENSION.

By KAYSE or Subscriber. Either party may terminate this Agreement after the first twelve-month period with an advanced 30-day notice; otherwise, the agreement shall renew pursuant to Section 4(a).
By KAYSE Temporarily. KAYSE may suspend your access to the KAYSE software and Website, upon email notice to you, if we determine that: (i) you are in breach of any of the covenants of this Agreement, including if you are delinquent on your payment obligations; or, (ii) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar dissolution of the company’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
By KAYSE. KAYSE may terminate this Agreement for cause upon 15 days advance notice to the Subscriber if there is a material breach of default of this Agreement by the Subscriber, unless Subscriber has cured the material breach or default within the 15-day notice period.

(c) EFFECT OF TERMINATION.

Upon termination of this Agreement:

All Subscribers rights under this Agreement immediately terminate;
Subscriber remains responsible for any and all fees and charges it shall have incurred through the date of termination;
Subscriber is not entitled to a refund of any prepaid fees under this Agreement which are and shall remain the property of KAYSE;
Sections 4, 7, 8, 9, 10, and 11 will continue to apply in accordance with their terms.
Any additional post-termination assistance from KAYSE is subject to mutual written agreement by KAYSE and Subscriber.

KAYSE will not, under any circumstances, issue refunds for early contract cancellation.

Upon termination, Subscriber’s data will be retained for fifteen (15) days to allow for retrieval upon written request. After this period, all data will be permanently deleted unless otherwise required by law.

6. RESTRICTIONS AND REQUIREMENTS

6.1 Usage Restrictions

In connection with your use of the Service, you agree not to:

Upload or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
Impersonate any person or entity, including any KAYSE representative, or falsely state your affiliation with any person or entity.
Upload or transmit any material you do not have the right to reproduce or display.
Upload files containing viruses, malware, or any harmful software.
Upload unsolicited advertising or promotional materials.
Violate any applicable law, or upload material infringing on any third-party rights (e.g., copyright or trademark).

Violations of these restrictions may result in the immediate suspension or termination of your access to the Service, without notice, and may subject you to further legal action.

6.2 Acceptable Use Policy

By using the Service, you agree that the Services are for professional use only and that your use shall not include any of the following:

Attempting to break or bypass any security mechanisms of the Service.
Using the Service for unsolicited marketing messages or broadcasts (i.e., spam).
Accessing life-line services or emergency services such as 911 through the Service.
Engaging in illegal activities, fraud, or any other malicious purpose.

6.3 Right to Monitor

KAYSE reserves the right to monitor your use of the Service, though we do not actively do so under normal circumstances. However, we may monitor usage at any time if we believe such monitoring is necessary due to potential violations of these Terms of Use or applicable laws.

7. DISCLAIMER. KAYSE’S SERVICES ARE PROVIDED “AS IS”. EXCEPT TO THE EXTENT PROHIBITED BY LAW, KAYSE AND KAYSE’S AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. YOU ACCEPT THAT AI IS A DEVELOPING TECHNOLOGY AND AS SUCH “HALLUCINATIONS”, “MISFIRES”, AND OTHER INACCURACIES CAN OCCUR. YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. KAYSE DOES NOT WARRANT OR REPRESENT THAT THE FEES CHARGED UNDER THIS AGREEMENT ARE RECOVERABLE OR AWARDABLE TO A PREVAILING LITIGANT AS TAXABLE COSTS OR THAT SUCH FEES MAY BE ETHICALLY PASSED ALONG TO SUBSCRIBER’S CLIENTS.

8. INDEMNIFICATION. (a) Subscriber Infringement Indemnity. Subscriber, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark (each a “Licensor Claim”) by way of Licensor’s use of any Subscriber Content that Subscriber provides to Licensor and Licensor uses in the provision of any Services.

(b) Licensor Infringement Indemnity. Licensor, at its expense, will defend, indemnify, and hold Subscriber harmless from and against any and all third party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Subscriber which directly relate to a claim, action, lawsuit, or proceeding made or brought against Subscriber by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark (each a “Subscriber Claim”) by way of Subscriber’s use of the Service that Licensor provides to Subscriber.

9. LIMITATION OF LIABILITY. LICENSOR AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (“THE PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT ACTUALLY PAID BY SUBSCRIBER HEREUNDER, IF ANY, IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. SUBSCRIBER WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR FOR ANY LOSS, DAMAGE, OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST LICENSOR RELATING TO ANY BREACH OF THIS AGREEMENT BY SUBSCRIBER. KAYSE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY THIRD-PARTY SERVICE PROVIDERS ENGAGED TO PERFORM OR ASSIST WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT.

In addition to the above warranty disclaimers, in no event will (A) KAYSE be liable for any consequential, exemplary, special, or incidental damages, including (but not limited to) any damages for lost profits, revenue, data, marketing and/or advertising expenditure, or other economic advantage, arising from or relating to your use of or the inability to use the Services, EVEN IF KAYSE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) KAYSE’s total cumulative liability arising from or related to the Services, whether in contract or tort or otherwise, exceed the GREATER OF one hundred dollars ($100.00) or the purchase price or fees paid by you during the preceding one-month period to KAYSE, its subsidiaries or its affiliates in connection with the use of the Services. In no event will KAYSE be liable for more than five hundred dollars ($500.00), EVEN IF any error, misprint, or non-functioning Service is due in whole or part to an action or omission by an agent and/or employee of KAYSE.

10. CONFIDENTIALTY. In the course of performing this Agreement, the parties may disclose to each other Confidential Information. “Confidential Information” shall mean any and all non-public technical and non-technical information provided by either party to the other, including but not limited to (i) patent and patent applications; (ii) trades secrets; and (iii) proprietary information including but not limited to know-how, processes, software programs, software source documents, and formulae related to the current, future and proposed products and services of each of the parties, and including, without limitation, their respective information concerning any and all client and client related information, research, experimental work, development, design details, and specifications, engineering, procurement requirements, purchasing, manufacturing, Subscriber lists, financial information, investors, employees, business and contractual relationships, business forecasts, sales, merchandising, marketing, plans and information the disclosing party provides regarding third parties. All Confidential Information shall remain the sole property of the disclosing party, and the receiving party shall have no interest in or rights with respect thereto except as expressly set forth in this Agreement. Each party agrees: (i) not to use any Confidential Information of the other party for any purpose except in the performance of its obligations under this Agreement or as otherwise expressly permitted hereunder; (ii) to disclose such Confidential Information only to employees (or third party subcontractors permitted under this Agreement) who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive that set forth herein; (iii) to protect such Confidential Information from unauthorized use, access or disclosure in the same manner that it protects its own similar Confidential Information, but, in no event with less care that a reasonably prudent business would exercise; and (iv) to promptly notify the other party of any actual or potential unauthorized access to or use of Confidential Information. The foregoing restrictions on disclosure shall not apply with respect to any information that (i) was already in the parties possession before disclosure; (ii) was or has become publicly available through no fault of the receiving party; (iii) has been received from a third party which the receiving party believed in good faith was legally authorized to hold and disclose such information; or (iv) is required to be disclosed pursuant to law or legal process; provided that in such event receiving party shall immediately notify disclosing party of such requirement and provides reasonable assistance in any efforts to protect the Information from disclosure. This Section 10 will survive any termination of the Agreement for a period of five (5) years with respect to non-technical information and in perpetuity with respect to information, including the software, the documentation thereof, any code, and any and all client and client related information.

Confidential information not of a technical nature will remain confidential for a period of 3 years post-termination.

11. MISCELLANEOUS.

11.1 Amendments. This Agreement shall only be amended, modified and supplemented only by a written agreement signed by all parties. Notwithstanding the foregoing, we are continuously working to develop and improve our Services. Accordingly, we may update these terms from time to time, as provided herein.

11.2 Entire Agreement. This Agreement, including the schedules and exhibits hereto and the documents, annexes, attachments, certificates and instruments referred to herein and therein, embodies the entire agreement and understanding of the parties hereto in respect of the agreements and transactions contemplated by this Agreement and supersedes all prior agreements, representations, warranties, promises, covenants, arrangements, communications and understandings, oral or written, express or implied, between the parties with respect to such transactions. There are no agreements, representations, warranties, promises, covenants, arrangements or understandings between the parties with respect to such transactions, other than those expressly set forth or referred to herein.

11.3 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

11.4 Successors and Assigns. Subscriber will not assign this Agreement, or delegate or sublicense any of its rights under this Agreement, without KAYSE’s prior written consent. Any assignment or transfer in violation of this Section 13.4 will be void. Subject to the foregoing, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

11.5 Remedies. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

11.6 Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to KAYSE at the address set forth below and to any other recipient at the address as indicated by KAYSE’s account records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices shall be deemed to have been given hereunder when delivered personally, three days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. KAYSE’s address is: Case Connect Group LLC, C/O KAYSE, 1400 Old Country Rd, Suite 305, Westbury, NY 11590.

11.7 Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the KAYSE’s chief executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

11.8 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

11.9 Delays or Omissions; Waiver. No delay or omission to exercise any right, power or remedy accruing to any party hereto, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of, or estoppel with respect to, any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach or default under this Agreement, or a waiver on the part of any party of any provisions, obligations, covenants, agreements or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing.

11.10 Authority. Each individual executing this Agreement on behalf of a corporation, limited liability company, professional association or other entity and hereby warrants that he or she is authorized to do so and that this Agreement constitutes the legally binding obligation of the corporation, limited liability company, professional association or other entity that the individual represents.

11.11 Force Majeure. KAYSE and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its respective control, including acts of God, pandemics, epidemics, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquakes, hurricanes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

11.12 Independent Contractors. Subscriber and KAYSE are independent contractors, and neither party, nor their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

11.13 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. You shall not sublicense or allow another company or individual to use KAYSE without KAYSE written consent.

11.14. Not a Law Firm. KAYSE is not a law firm and does not provide legal advice whatsoever. Subscriber agrees that KAYSE is not providing any legal advice or legal services by or through its Website or by any other means, and, Subscriber acknowledges that and will govern itself accordingly. Subscriber hereby acknowledges that the Website has been prepared for informational and reference purposes only and is not intended to provide legal advice. Subscriber should not rely on any information contained in the Website regarding any legal issues.

11.15 Governing Law. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The venue for any proceedings hereunder shall be exclusively in the County of New York, New York.

11.16 Dispute Resolution. In the event of any dispute arising out of any of the terms contained in this Agreement (a “Dispute”), you agree to the following:

THESE TERMS REQUIRE THAT ALL DISPUTES BE RESOLVED THROUGH INDIVIDUAL MEDIATION AND ARBITRATION, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS.

(a) INFORMAL DISPUTE RESOLUTION. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

(b) MEDIATION: Prior to the institution of any legal action, including Arbitration, the parties agree to participate, in good faith, in a mediation conference through the American Arbitration Association (AAA) in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures. The parties shall share the cost of the mediator equally. The mediation shall be scheduled within 45 days from the date that either party submits a written notice requesting the mediation conference to the other party. The mediation conference shall be conducted in the County of New York, New York or at another mutually agreed location.

(c) BINDING ARBITRATION: In the event either party does not agree or fails to participate in a mediation conference, pursuant to paragraph (a) above, the parties agree to submit any and all disputes arising out of these by-laws to binding arbitration to be conducted by National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings. The arbitration shall be conducted within 60 days from the date of the impasse of the mediation conference, or within 60 days from the date either party submits the request through the NAM.

THESE TERMS REQUIRE THAT ALL DISPUTES BE RESOLVED THROUGH INDIVIDUAL ARBITRATION.

This section does not require informal dispute resolution or arbitration of claims for injunctive or other equitable relief to stop unauthorized use or abuse of the Services, restrictive covenants herein, or intellectual property infringement or misappropriation.

(d). ENFORCING ARBITRATION. Notwithstanding the foregoing, either party may seek an order compelling arbitration with the County of New York, New York, and waive the defenses of lack of personal and/or subject matter jurisdiction and/or forum of non-convenience.

(e). PREVAILING PARTY ATTORNEYS’ FEES: In the event the either party obtains a judgment or arbitration award, the prevailing party shall recover reasonable cost and attorney’s fees from the non-prevailing party including appellate fees and “fees for fees”.

(f). CLASS AND JURY TRIAL WAIVERS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. The parties knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

(g). Batch arbitration. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and KAYSE agree that National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

11.17 Third-Party Legal Process. In the event that a subpoena, lawsuit, or other legal process (collectively, “subpoena”) commenced by a third party is served upon KAYSE in connection with this Agreement or the Services provided pursuant to this Agreement is served upon KAYSE, Subscriber agrees to pay or reimburse KAYSE, in KAYSE’s sole discretion, for all legal fees and costs incurred by KAYSE in connection with such subpoena and, further, to cooperate with KAYSE in any lawful effort by KAYSE to contest, in whole or in part, the legal validity of such subpoena.

12. CONTENT: USER-GENERATED CONTENT POLICY AND LICENSE AND USE OF CONTRIBUTIONS

12.1 User-Generated Content Policy: KAYSE may provide opportunities for you to engage in conversations, contribute to blogs, participate in message boards, online forums, and similar features. You may also be given the option to create, submit, post, display, transmit, or share content with us or on the Service. This may include, but is not limited to, text, writings, videos, audio, photos, graphics, comments, suggestions, personal information, or other materials (collectively referred to as “Contributions”).

Contributions may be visible to other users of the Service and through third-party websites, and as such, any content you share may be treated as non-confidential and non-proprietary. By submitting Contributions, you affirm and warrant that:

Upon request, we will remove or anonymize user-generated content, provided that such removal does not conflict with legal obligations or operational necessities. User-generated content will be retained for 30 days following account termination before permanent deletion.
The creation, distribution, transmission, public display, or performance, as well as the access, download, or copying of your Contributions, do not and will not infringe upon any proprietary rights, including, but not limited to, copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator, owner, or have the necessary licenses, rights, consents, releases, and permissions to use your Contributions and to authorize us, the Service, and other users of the Service to use them in accordance with these Terms of Use.
You have secured the written consent, release, or permission of every identifiable individual featured in your Contributions, allowing their name or likeness to be used as intended by the Service and these Terms of Use.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not obscene, offensive, lewd, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse any individual or group.
Your Contributions are not intended to harass, threaten (legally), or promote violence against any person or group.
Your Contributions comply with all applicable laws, regulations, and rules.
Your Contributions do not infringe upon the privacy or publicity rights of any third party.
Your Contributions do not solicit personal information from or exploit individuals under the age of 18 in any sexual or violent manner.
Your Contributions comply with all applicable laws and regulations meant to protect minors.
Your Contributions do not include any offensive remarks related to race, national origin, gender, sexual orientation, or physical disability.
Your Contributions do not link to any material that violates these Terms of Use or applicable laws or regulations.
Both parties agree to comply with all applicable local, state, and federal laws, including those regulating legal services and claims management.

Any use of the Service that violates the above conditions is considered a breach of these Terms of Use and may result in suspension or termination of your access to the Service.

Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

When you use our Services you understand and agree:

Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
Our Services may provide incomplete, incorrect, or offensive Output that does not represent KAYSE’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with KAYSE.

12.2 Ownership and License of Service Data and Contributions. You shall own your Service Data, which will be maintained in accordance with our Privacy Notice. However, KAYSE is free to use any ideas, concepts, know-how, feedback, suggestions, or techniques contained in any communication you send to us via the Service or by any other means for any purpose whatsoever.

When you submit any material or information protected by intellectual property or other rights (e.g., Service Data, photos, videos, articles, etc.) to the Service, you represent, warrant, and covenant that you have the necessary rights to disclose, copy, and display such information. You also grant KAYSE a non-exclusive, transferable, sub-licensable, royalty-free, fully-paid, worldwide license to use any such content you post on or in connection with the Service. This license allows us to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute your Contributions (including, but not limited to, your image and voice) for any purpose, whether commercial, advertising, or otherwise. We may also prepare derivative works from your Contributions or incorporate them into other works and authorize sublicenses of these rights. This license applies to any format, media, or technology currently known or later developed, and includes our right to use your name, personal details, and commercial images you provide. You waive all moral rights to your Contributions and confirm that no moral rights have been asserted in them.

Please note that we do not claim ownership over your Contributions. You retain full ownership, and any intellectual property or proprietary rights associated with your Contributions. However, we are not responsible for any statements or representations you make in your Contributions to the Service. You alone are accountable for your Contributions, and by submitting them, you agree to release us from any legal claims related to your content. We have no obligation to monitor the content of your Contributions.

12.3 Rights to Modify or Remove Contributions. We reserve the right, at our sole discretion, to:

Edit, redact, or modify any Contributions;
Re-categorize Contributions to fit more appropriate sections on the Service;
Pre-screen or delete any Contributions at any time and for any reason, without prior notice.

12.4 Perpetual License to Use Anonymized Data. Notwithstanding the above, you hereby grant KAYSE a non-exclusive, perpetual, irrevocable right and license to use, copy, transmit, modify, and display Service Data, provided that such data is (a) collected, used, and disseminated in aggregated and anonymized form; and (b) only used for internal business services and for improving the Services.

13. SERVICE LEVEL AND SUPPORT SERVICES AGREEMENT. Licensor will provide the Service to Subscriber, not including scheduled maintenance time. Scheduled maintenance time will not exceed ten (10) hours a month and will take place during Non-Peak Hours whenever possible. “Non-Peak Hours” will be the hours between 12:00 AM and 7:00 AM EST.

In the event that scheduled maintenance exceeds the agreed-upon limit, Subscriber may be entitled to a prorated service credit, to be applied to future billing periods.

During the Term and any renewal term of the Agreement, Licensor will make available a technical point of contact for Subscriber technical support inquiries which can be accessed by emailing support@kayse.ai.

14. HOW TO CONTACT US

For notices required pursuant to these Terms of Use, please contact us at: support@kayse.ai or write to us at Case Connect Group LLC, c/o Kayse, 1400 Old Country Rd, Suite 305, Westbury, NY 11590.

If you would like to learn more about us, please email us at sales@kayse.ai.