Terms of Service
Last Updated: 2 October 2023
These Terms of Service (this “Agreement”) are agreed to between Kaveat, Inc., a Delaware corporation (“Kaveat”) and you, or, if you represent an entity or other organization, that entity or organization (in either case “Customer”).
Kaveat offers an online contract review platform (the “Platform”). Customer may access the Platform through the website located at www.kaveatapp.com (the “Site”) or using online applications provided by and on behalf of Kaveat (each, an “Application,” and Site and Application treated as a part of the “Platform” for purposes of this Agreement). The Platform leverages Natural Language Processing (NLP) techniques to help Customer understand and negotiate its contracts. Simply put, Kaveat aims to translate contract clauses into plain English and provides insights on what is negotiable, and what the implications of signing actually entail. Kaveat is currently accepting influencer and modeling contracts.
This Agreement applies to the Platform and services available through the Platform (“Services”), and together with any Order Forms referencing this Agreement, is the complete and exclusive agreement between Customer and Kaveat regarding access to and use of the Platform and Services. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between Customer and Kaveat relating to Customer’s use of the Platform or Services. By accessing or using the Services, including without limitation by submitting an Order Form (as defined herein) or registering a Customer Account (as defined herein), you agree to be bound by this Agreement.
1. DEFINITIONS. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. 1. Order Form. Access to the Platform is offered on a subscription basis (”Subscription”), purchased by an order form describing the level of access and any additional services to be provided by Kaveat to Customer (an “Order Form”). The Order Form may be a separate, written document signed by both parties or it may be an online form filled out by Customer specifying the level of access to the Platform. All Order Forms shall be subject to this Agreement.
2.2. Account Set Up. Subject to this Agreement, Kaveat will provide Customer with access privileges that permits Customer to access and manage its Platform account (“Customer Account”). Customer represents and warrants that all information submitted by Customer in association with its Customer Account will be accurate, complete, and current, and that Customer will maintain and promptly update all such information to keep it accurate, complete, and current. The Platform may be accessed and used by a limited number of Customer users authorized in the Order Form (the “Authorized Users”). Customer is solely responsible for the activity that occurs on the Customer Account, and for keeping the Customer Account password secure. Customer may never use another person’s user account or registration information for the Platform without our permission. Customer shall be responsible for the acts or omissions of any person who accesses the Platform using passwords or access procedures provided to or created by Customer. Customer shall be responsible for all use of the Services by its Authorized Users, and will use reasonable efforts to prevent any unauthorized use of the Platform, and will promptly notify Kaveat in writing of any unauthorized use that comes to Customer’s attention and provide all reasonable cooperation to prevent and terminate such use.
2.3. To the Platform. Subject to the terms of this Agreement, Kaveat grants Customer a non-exclusive, non-sublicensable, nontransferable right, during the subscription term set forth in the Order Form (“Subscription Term”), to access and use the Platform and to download and operate the Applications solely for Customer’s internal business purpose. Customer may install each Application only on computers owned and controlled by Customer.
2.5. Third Party Offerings. The Platform provides Customer and its Authorized Users the option to access certain functionality, products, services, and other offerings provided by third party providers, including Generative AI Models (“Third Party Offerings”). “Generative AI Models” means computer programs that use artificial intelligence to process vast quantities of data and generate new content, such as text, images, videos, music, and source code based upon other data, content, or information, including text, images, videos, music, and source code submitted to the program. If Customer accesses such Third Party Offerings via use of the Platform, Customer shall comply with any additional terms and conditions Customer is required to enter into with Kaveat prior to receiving such access Third Party Offerings, which, upon acceptance, will be incorporated into this Agreement by this reference. All Third Party Offerings are provided by third parties and Kaveat does not control any Third Party Offering. Customer agrees that Kaveat is not responsible for any and all information or data that Customer may transmit, process, or transfer to or from such third party through the Platform after such information or data leaves the Platform. Kaveat cannot guarantee the continued availability of any Third Party Offerings and may block access provided by the Platform to any Third Party Offering without entitling Customer to any refund, credit, or other compensation, if for example the provider of Third Party Offering ceases to provision the Third Party Offering at a level or in a manner acceptable to Kaveat. If Kaveat cannot continue providing a Third Party Offering, as set forth in the preceding sentence, Kaveat will, as its sole obligation and Customer’s exclusive remedy, provide Customer a pro-rated refund of any pre-paid fees applicable to the Platform functionality dependent upon such Third Party Offering that is not provided.
2.6. Beta Offerings. From time to time, Kaveat may offer new “beta” features or tools or trial access to the Platform or Services (each, a “Beta Offering”). Beta Offerings are offered solely for trial or evaluation purposes and without any warranty of any kind, and may be modified or discontinued at Kaveat’s sole discretion. Beta Offerings may be inoperable, incomplete, or include features that Kaveat may never release, and their features and performance information are Kaveat’s confidential information. If the Platform or Services include a mechanism that limits
access to Beta Offerings, Customer will not attempt to circumvent any such mechanism or restriction. Notwithstanding anything else in this Agreement: (a) Kaveat has no obligation to retain Customer Content used with Beta Offerings, and (b) Kaveat provides the Beta Offerings “AS-IS” with no warranty, indemnity, service levels, or support.
3. MODIFICATIONS. Kaveat may add or remove, suspend, stop, delete, discontinue or impose conditions on the Platform or any feature or aspect of the Platform. Kaveat will take reasonable steps to notify Customer of such termination or Platform changes by email or the next time Customer attempts to access the Customer Account. Customer may terminate this Agreement, as set forth below, if Customer objects to any such modifications; however, Customer will be deemed to have agreed to any and all modifications through Customer’s continued use of the Platform or Services following such notice period.
5.1. Subscription Fee. Customer agrees to pay Kaveat the subscription fee when and as set forth in the Order Form(s) (“Subscription Fee”) and acknowledges that access to the Platform may subject Customer to recurring fees and/or terms. Customer will be charged on a monthly or annual basis depending on the payment plan elected by Customer. Unless otherwise stated in the Order Form, Customer’s subscription to the Platform will continue and automatically renew on a recurring basis corresponding to Customer’s Subscription Term unless and until Customer cancels the Subscription or the Customer Account is otherwise suspended or terminated pursuant to this Agreement. Customer shall pay any sales, use, value-added, property, and other taxes, withholdings and similar charges based on or arising from this Agreement (other than taxes based on Kaveat’s net income). Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less. Except as set forth in this Agreement, fees payable under an Order Form are non-refundable. All fees will be paid in U.S. dollars.
5.2. Billing. All information that Customer provides in connection with a purchase or other transaction through the Platform will be accurate complete and current. Customer authorizes Kaveat (or a company chosen to act on behalf of Kaveat) to charge the credit card, debit card, or other payment method provided in connection with the Customer Account during the Subscription Term (including all renewals). If we provide access to the Platform on a free basis for a limited period, such access will be deemed a “purchase” for the purpose of this Agreement. Kaveat is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Kaveat. Each charge will be considered valid unless disputed by Customer in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date.
6. TERM; TERMINATION.
6.1. This Agreement shall be effective as of the date of Customer’s first Order Form and shall continue for so long as any Order Form is active, unless earlier terminated by either party as set forth herein.
6.2. Either party may terminate any Order Form and this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after it receives written notice of such breach. A material breach includes, without limitation, a failure to make a full and timely payment (not disputed in good faith), or a commission of any of the acts contemplated in Section 7. If Customer terminates this Agreement or an Order Form due to Kaveat’s breach, any related prepaid Subscription Fees will be refunded pro-rated to the effective date of termination.
6.3. Without limiting Kaveat’s right to terminate this Agreement, Kaveat may suspend Customer’s access to the Platform or Services, with or without notice to Customer, upon any actual, threatened or suspected breach of this Agreement or applicable law, or upon any other conduct deemed by Kaveat, in its sole discretion, to be detrimental to the Platform, Services, Kaveat, or any other third party.
6.4. Upon termination or expiration of this Agreement for any reason: (a) all amounts due under the applicable Order Form for the remainder of the Subscription Term shall become immediately due and owing; (b) all rights and licenses granted to Customer under this Agreement will terminate; (c) Customer will immediately cease all use of and access to the Platform; and (d) Customer will immediately delete any Applications Customer has downloaded or installed prior to termination or expiration. Sections 4 (Customer Content), 5 (Payment), 6 (Termination), 7 (Use Restrictions), 8 (Ownership, 9 (Feedback), 10 (Representations and Warranties), 11 (Confidentiality), 12 (Indemnity), 13 (Limitation of Liability), 15 (Disputes), 16 (Governing Law and Venue), 17 (Notices), and 18 (Additional Terms) will survive any expiration or termination of this Agreement.
7. USE RESTRICTIONS. The Platform, and the databases, software, hardware and other technology used by or on behalf of Kaveat to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Kaveat. Customer will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) alter, obscure, or remove any copyright, trademark, or any other notices that are
provided on or in connection with the Technology; (f) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Customer’s rights to access or use the Technology, or otherwise make the Technology available to any third party; (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (h) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; or (i) interfere with the operation or hosting of the Technology.
8. OWNERSHIP. Kaveat retains all right, title, and interest, including, without limitation, all intellectual property rights, in and to the Technology and any additions, improvements, updates, and modifications thereto. Customer receive no ownership interest in or to the Technology and Customer is not granted any right or license to use the Technology itself, apart from Customer’s ability to access the Platform and Services under this Agreement. The Kaveat name, logo, and all product and service names and marks associated with the Platform and Services are trademarks of Kaveat, and Customer is granted no right or license to use them.
9. FEEDBACK. “Feedback” means information, comments, suggestions, and other feedback regarding the use, operation, functionality, and characteristics of the Platform and/or Services. Feedback is voluntary and is not confidential. In the event that Customer provides Kaveat with any Feedback, Customer hereby unconditionally and irrevocably assigns to Kaveat all right, title, and interest in and to the Feedback and all intellectual property rights therein. Kaveat may use any Feedback it receives for any purpose without obligation of any kind.
10. REPRESENTATIONS AND WARRANTIES.
10.1. Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.
10.2. Kaveat Warranties. Kaveat warrants that during the Subscription Term, the Services will perform materially in accordance with the applicable documentation and this Agreement. Kaveat does not warrant that the Services will be completely error-free or uninterrupted. If Customer notifies Kaveat of a reproducible error in the Services that indicates a breach of the foregoing warranty (each, an “Error”) within 30 days after Customer experiences such Error, Kaveat shall, at its own expense and as its sole obligation and Customer’s exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error; or (b) if Kaveat is unable to correct or provide a workaround for such Error within 60 days after receiving notice of such Error from Customer, Customer may terminate this Agreement and applicable Order Form upon notice to Kaveat and, Kaveat shall refund the amounts paid by Customer for access to the Services for the period during which the Services were not usable by Customer. The warranties set forth in this Section do not apply to any Third Party Offerings or cover any Error caused by: (a) Customer or its Authorized Users or (b) use of the Services in any manner or in any environment inconsistent with its intended purpose.
10.3. Customer Warranties. Customer acknowledges that Customer will access and use the Platform in compliance with all laws applicable to Customer. Kaveat is not responsible for notifying Customer of any such law, enabling Customer’s compliance with any such law, or for Customer’s failure to comply. Customer represents and warrants to Kaveat that Customer’s use
of and access to the Platform will comply with all applicable laws and will not cause Kaveat to violate any applicable laws.
THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KAVEAT DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE PLATFORM OR SERVICES, OR THAT THE PLATFORM WILL DETECT, FLAG, OR OTHERWISE IDENTIFY ALL MATERIAL ITEMS IN CUSTOMER’S CONTRACTS. KAVEAT EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM OR SERVICES AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KAVEAT OR ITS EMPLOYEES WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
KAVEAT DOES NOT PROVIDE LEGAL ADVICE, IS NOT A LAWYER, AND IS NOT A SUBSTITUTE FOR LEGAL ADVICE FROM A LICENSED ATTORNEY. COMMUNICATIONS BETWEEN CUSTOMER AND KAVEAT ARE NOT SUBJECT TO ANY ATTORNEY-CLIENT PRIVILEGE, WORK PRODUCT DOCTRINE, OR OTHER SIMILAR PROTECTION. KAVEAT MAKES NO REPRESENTATIONS OR WARRANTIES THAT ITS EXPLANATIONS OR INSIGHTS WILL PROTECT CUSTOMER AND/OR YOUR BUSINESS FROM LOSS, DAMAGES OR LAWSUITS. CUSTOMER RELIES ON CONTRACT FEEDBACK PROVIDED BY THE PLATFORM SOLELY AT CUSTOMER’S OWN RISK. PLEASE CONSULT WITH AN ATTORNEY FOR LEGAL ADVICE.
11. CONFIDENTIALITY. From time to time during the Subscription Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). The Technology constitutes Kaveat’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; (d) independently developed by the receiving party; or (e) required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees and authorized representatives who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Notwithstanding the foregoing, if the receiving party is required to disclose the disclosing party’s
Confidential Information pursuant to a duly authorized subpoena, court order or other government authority, the receiving party will provide prompt written notice to the disclosing party prior to such disclosure so that the disclosing party may seek a protective order or other appropriate remedy.
12. INDEMNITY. Customer hereby agrees to indemnify, defend, and hold harmless Kaveat, its affiliates and each of their respective officers, directors, employees, contractors and agents (“Indemnified Parties“) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) Customer’s access to or use of the Platform or Services; (2) Customer Content or any Use thereof; (3) Customer’s violation of applicable laws; and/or (4) Customer’s breach of any representation, warranty, or other provision of this Agreement. Kaveat will use reasonable efforts to provide Customer with notice of any such claim or allegation, and Kaveat will have the right to participate in the defense of any such claim at its expense.
13. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, KAVEAT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM OR SERVICES, EVEN IF KAVEAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CUSTOMER CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, KAVEAT’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PLATFORM AND SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE SUM OF FEES PAID BY YOU TO KAVEAT IN THE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. CUSTOMER AGREES THAT KAVEAT WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
14. USAGE DATA. Kaveat reserves the right to collect, extract, compile, synthesize, and analyze information (“Usage Data”) resulting from Customer’s access to and use of the Platform or Services. To the extent any such Usage Data is collected or generated by Kaveat, such Usage Data will be solely owned by Kaveat and may be used by Kaveat for any lawful business purpose without a duty of accounting to Customer.
15. DISPUTES. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH KAVEAT AND LIMITS THE MANNER IN WHICH CUSTOMER CAN SEEK RELIEF FROM KAVEAT. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within five (5) days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within thirty (30) days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language in the State of New York, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
16. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of New York, U.S.A., without regard to conflict of law provisions thereof. Subject to Section 15 (Disputes), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in the State of New York, U.S.A., and Customer irrevocably submits to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Kaveat.
17. NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Kaveat by postal mail to the following address: Kaveat, Inc., 11 East Loop Rd, Suite 381, New York, NY 10044, Attn: Legal. Kaveat may provide Customer with any notices required or allowed under this Agreement by sending Customer an email to the email address provided on the Order Form. Notices provided to Kaveat will be deemed given when actually received by Kaveat. Notices provided to Customer will be deemed given twenty-four (24) hours after sending via e-mail.
18. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Customer’s access to and use of the Platform and Services and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Customer’s access to and use of the Platform and Services. This Agreement may be amended at any time by Company from time to time without specific notice to Customer. The latest Agreement will be made available when Customer accesses or uses the Services, and Customer should review the revised Agreement prior to accessing or using the any of the Services. If any modification is unacceptable to Customer, Customer’s only recourse is to terminate the Agreement and Customer’s usage of the Services. All waivers by Kaveat under this Agreement must be in writing or later acknowledged by Kaveat in writing. Any waiver or failure by Kaveat to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Kaveat of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any of Customer’s rights or obligations hereunder may be assigned or transferred by Customer (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Kaveat. Any assignment in violation of the foregoing will be null and void. Kaveat may assign this Agreement to any party that assumes Kaveat’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Upon request from Kaveat, Customer agrees
to provide Kaveat with such documentation or records with respect to Customer’s activities under this Agreement as may be reasonably requested for Kaveat to verify Customer’s compliance with the terms of this Agreement and all applicable laws.