Terms - Kayse

Terms of Use

Updated 11/04/2025

These Terms of Use are entered into by and between you and Kayse. The following terms and conditions (“Terms of Use”) govern your access to and use of our websites, currently located at https://kayse.ai/ and https://kayseapp.com/ (including without limitation their home pages and, except as otherwise expressly stated in these Terms of Use, all other pages under the same top level domain names, as well as any mobile version of the website) (the “Websites”), the Kayse mobile application (the “App”), and any content, features, functionalities, and services (including any Kayse proprietary algorithms, dashboards, data models, data structures, weights, reports, intelligence information, software, text, tables, formulas, displays, images, video, and audio) offered on or through the Website or App (collectively, with the Websites and App, the “Services”), whether as a guest or authorized user.

Please read these Terms of Use carefully before you start to use the Services. By using the Services, logging into your Account (as defined below), or clicking “accept” or “agree” to these Terms of Use, you agree to be legally bound by these Terms of Use, and you agree to be bound by any other terms, conditions, and policies, referenced in these Terms of Use, all of which together constitute our agreement with you (the “Agreement”). If you do not agree to the Agreement, you are not permitted to, and are prohibited from accessing or using the Services.

As used in the Agreement, the terms “Kayse”, “we”, “us”, and “our” refer to Case Connect Group, LLC, d/b/a Kayse.ai, and “you” means the individual user of the Services and, if such individual is using the Services on behalf or for the benefit of a company or other legal entity, also such entity. If you are agreeing to these Terms of Use on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

THESE TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS VARIOUS CONDITIONS, LIMITATIONS, AND EXCLUSIONS OF LIABILITY, INCLUDING IN SECTIONS 9 AND 10, AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 12. BY AGREEING TO THESE TERMS OF USE, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. SOME JURISDICTIONS DO NOT ALLOW SUCH LIMITATIONS, SO SOME OF THE FOLLOWING PROVISIONS MAY NOT APPLY TO YOU.

1. INTENDED USE OF OUR SERVICES

1.1. No Use of the Services for Under-Aged Persons. You must be the age of majority in your jurisdiction (18 years in most U.S. states) or older to use the Services. By using the Services, you represent that you are at least the age of majority in your jurisdiction.

1.2. Compliance with Laws. You understand that the Services may be subject to United States export controls administered by the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of Treasury Office of Foreign Assets Control, or the U.S. Department of State, and you will comply with all such controls. You may not use the Services if you are located in, or a national or resident of, any country or other jurisdiction that is subject to any embargoes or applicable targeted sanctions under any applicable laws, including any countries that have been designated by any U.S. government agency as a “terrorist-supporting” country. Likewise, you may not use the Services if you are an employee, agent, or director of, or are acting on behalf of, any individual or entity on any U.S. government list of prohibited or restricted parties (including the Specially Designated Nationals List or Entity List).

2. ACCESS TO THE SERVICES; PRIVACY; ACCOUNT SECURITY

2.1. Account Access. You understand and agree that certain Services will require us or an account administrator (the “Administrator”) to provision you with login or access credentials that you can use to register an account on the Services (each, an “Account”). You may not be able to register an Account on the Services unless we or an Administrator provides you with such login or access credentials, including usernames, passwords, or identifiers (“Access Credentials”). You acknowledge and agree that: (a) we may have additional agreements with your Administrator that permits the Administrator to make the Services available to you and to provide you with the Access Credentials you will need to set up an Account; (b) nothing in this Agreement will limit, abridge, modify, or amend our rights under those agreements; (c) any termination of those agreements with you Administrator may result in the termination of your Account and rights to access and use the Services; and (d) we have the right to disable any Access Credentials, whether provided by us or an Administrator, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use or your Administrator has violated any of its agreements directly with us. We and your Administrator will have the ability to access, monitor, use, modify, withhold, or disclose any Customer Data (as defined below) associated with your Account and to control your access to and use of the Services. We and your Administrator may also have the ability to control your Account settings and remove or disable any Services or Non-Kayse Applications (as defined below) from your Account.

2.2. Privacy. All Customer Data we collect on or through the Services and your Account is governed by the Agreement, including our Privacy Policy, and you consent to all actions we take with respect to your information consistent with such notices and policies.

2.3. Account Security. It is a condition of your use of the Services that all the information you provide on the Services, including in connection with your Account, is correct, current, and complete. You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed. If you choose, or are provided with Access Credentials to register an Account, you must treat such Access Credentials as confidential, and you must not disclose them to any other person. You also acknowledge that your Account is personal to you and you agree not to provide any other person with access to all or any part of the Services, including through your Account. You agree to notify us immediately of any unauthorized access to or use of your Access Credentials or any other breach of security relating to your Account. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your Access Credentials or other personal information.

3. CUSTOMER DATA AND USAGE DATA.

3.1. Your Representations and Warranties Regarding Customer Data. You represent and warrant that you either own or have permission to use all of the data and other materials or content (including your personal information and the data and other information available via any Non-Kayse Applications you have integrated with the Services) provided by you to Kayse, processed by you using the Services, or otherwise necessary in order to enable our provision of the Services (collectively, “Customer Data”). You further represent and warrant that the Customer Data does not and will not infringe, misappropriate, or otherwise violate any rights of any third party (including Intellectual Property Rights (as defined below), proprietary rights, or privacy rights), or violate any applicable law.

3.2. Customer Data. By accessing the Services, you grant Kayse and our third-party service providers a worldwide, limited-term license to use, host, copy, transmit, store, create derivative works of, and publicly display Customer Data to the extent necessary or useful for us to provide the Services to you, and to create Usage Data (as defined below). We and our third party service providers will maintain the confidentiality of your Customer Data in accordance with our Privacy Policy.

3.3. Responsibility for Customer Data. You understand and acknowledge that you are responsible for your Customer Data and for maintaining any backups of your Customer Data. You, and not Kayse, have full responsibility for such Customer Data, including: (a) its legality, reliability, accuracy, and appropriateness; (b) any error or loss related to your Customer Data or the export of your Customer Data from the Services; and (c) implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for the backup and any reconstruction of any lost Customer Data. Without limiting any provision in Sections 9 and 10 of these Terms of Use, we are not responsible for, and we do not endorse, any Customer Data, and for the avoidance of doubt, we specifically disclaim any liability in connection such Customer Data.

3.4. Usage Data. Kayse may collect and create Usage Data through the Services and may receive and retain such Usage Data for its own use for any purpose, including product development, system improvement (including machine learning and algorithm and model training), data analytics, data science, other research and development, and user support. As between Kayse and you, Kayse owns and controls all rights in Usage Data, any compilations of Usage Data, and any algorithm or other computational results derived from such Usage Data. “Usage Data” means data we collect or create regarding your use of, and interaction with, the Services, including: (a) your location, frequency, and duration of interactions with the Services; (b) the manner in which you use, customize, or interact with the Services; and (c) any Customer Data that we aggregate and anonymize, such that it does not readily identify you or any third party.

3.5. Feedback. Any feedback, suggestions, testimonials, reviews, questions, comments, ideas, notes, concepts, and other similar information relating to us or the Services that you provide to us, including through your Account, in any form or media, including photos or videos (collectively, “Feedback”) will be considered non-confidential and non-proprietary to you. For the avoidance of any doubt, you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, sub-licensable (including through multiple- tiers), transferable, royalty-free, right and license to use and publish such Feedback for any purpose, including to modify, improve, market, and promote the Services. However, we are not obligated to (a) use your Feedback in any way; (b) maintain any Feedback in confidence; (c) pay any compensation for any Feedback; or (d) respond to any Feedback. The term “Feedback” does not include any personally identifiable information, such as your name, e-mail address, physical address, or phone number(s) that you may provide to us, provided that we may use and publish your name and/or geographic location alongside your review or testimonial if you provide that information to us. We may remove any Feedback or other content on our Services at any time in our sole discretion and without notice to you.

4. THIRD PARTY INTEGRATIONS

4.1. Non-Kayse Applications. The Services may contain features designed to interoperate with certain products or services or third-parties that we do not own or control, including native integrations with Litify, Smart Advocate, and Law Ruler and, for Administrators that use Zapier, additional integrations such as Google (including Gmail and Google Sheets), Clio, Salesforce, HubSpot, text messaging services (such as Slack), data storage services (such as Dropbox), data integrators, and webhooks (each, a “Non-Kayse Application”). Some of these Non-Kayse Applications may require additional third-party services, such as Zapier, which are not included in the Services. Your Administrator will be responsible for enabling the interoperation of the Services with any Non-Kayse Applications. Once enabled, you may integrate the Services with selected Non-Kayse Applications. By agreeing to integrate the Services with a selected Non-Kayse Application, you grant Kayse and your Administrator permission to access and process the Customer Data accessible via such Non-Kayse Application for any purpose permitted hereunder, including in order to provide the Services to you.

4.2. Responsibility for Non-Kayse Applications. Kayse does not warrant or support Non-Kayse Applications, including any third-party implementation services associated with such Non-Kayse Applications, such as Zapier. You will be solely responsible and liable for any use of, grant of access to, exporting of Customer Data to or from, or disclosure, modification, or deletion of Customer Data resulting from access to, any Non-Kayse Applications. We may disable all or any Non-Kayse Applications at any time without notice in our discretion, including integrations with or links to such Non-Kayse Applications. If your access to a Non-Kayse Application becomes unavailable or if our access to your account with such Non-Kayse Application is terminated for any reason, including by the third-party service provider that controls such Non-Kayse Application, then your access to all or certain parts of the Services may be terminated. Kayse cannot guarantee the continued availability of any Non-Kayse Applications, and may cease providing them to you, including if the provider of a Non-Kayse Application ceases to make the Non-Kayse Application available for interoperation with the corresponding features of the Services or changes its terms and conditions in any manner that makes it impractical (in Kayse’s sole discretion) to provide access to the Non-Kayse Application through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS IS GOVERNED BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. KAYSE IS NOT RESPONSIBLE FOR ANY SUCH AGREEMENTS.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Our Intellectual Property Rights. The Services are subject to protection by Intellectual Property Rights. You acknowledge that Kayse and its licensors (excluding you) own all right, title, and interest in and to the Services (including the design, selection, and arrangement of any elements included in the Services), including all related Intellectual Property Rights. “Intellectual Property Rights” means any and all patent, copyright, trademark, trade secret, and database rights, and any and all other intellectual property or proprietary rights of any kind, and any and all applications, renewals, extensions, continuations, continuations-in-part, and restorations thereof, now and hereafter existing worldwide.

5.2. Kayse Marks. All trademarks, trade names, service marks, slogans, designs, logos, and trade dress appearing on or in connection with the Services are the property of their respective owners, including, in some instances, us or our licensors. Specifically, the “” and “Kayse” names and marks are trademarks and service marks of Kayse or its affiliates or licensors in the U.S. and other countries. No license to, or right in, any such trademarks, trade names, service marks, slogans, designs, logos, trade dress, or other Intellectual Property Rights of Kayse or other parties is granted to, or conferred upon, you, whether by implication estoppel, or otherwise. You must not use any such Intellectual Property Rights without the prior written permission of Kayse, except to the extent any such restriction is not permitted by applicable law. Kayse reserves the right to enforce its Intellectual Property Rights to the fullest extent permitted by law, including seeking monetary damages, civil penalties, injunctive relief, and criminal prosecution.

6. LIMITED LICENSE; PROHIBITED USES

6.1. Limited License. Subject to your compliance with the Agreement, including the restrictions provided in this Section, we hereby grant to you, a limited, non-exclusive, revocable, non-assignable, non-sublicensable, non-transferrable license to use the Services strictly in accordance with the Agreement. Such use is limited to your use of the Services, as authorized by us or your Administrator, for administration of any litigation or other proceeding with which you or your Administrator is a participant and, if you access the Services via the App, then the license granted in this Section is further limited to the right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the Agreement, including as set forth in Section 6.2. There are no implied licenses. You may not do so in order to provide third parties, directly or indirectly, with their own access to or use of the Services, whether in the manner of a service bureau, outsourcing provider, or otherwise. Other than as expressly granted in the Agreement, no right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by Kayse. Any use of the Services not expressly permitted by the Agreement is a breach of the Agreement and may violate applicable laws, including Intellectual Property Rights laws. We reserve the right to terminate this limited license at any time and for any reason, with or without notice to you.

6.2. App-Specific License. In addition to all the other restrictions set forth in this Agreement, the following terms apply when you use the App, as obtained from either the Apple Store or Google Play (each, an “App Distributor”), to access the Service:

(a) You acknowledge and agree that: (i) the license granted to you for the App is limited to a non- transferable license to use the App on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (ii) we are responsible for providing any maintenance and support services with respect to the App as specified in these Terms of Use as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (iii) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; and (iv) the App Distributors are third-party beneficiaries of the terms and conditions in this App license and under this Section 6.2 of these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this Section 6.2 against you as a third-party beneficiary thereof.

(b) You represent and warrant that you: (i) are not located in a country that is subject to U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) are not listed on any U.S. governmental list of prohibited or restricted parties; and (iii) will comply with applicable third party terms of agreement when using the App (e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App).

6.3. General Restrictions. You may use the Services only as set forth in Section 6.1. All other uses are prohibited. Without limiting the foregoing, you agree not to use the Services:

(a) In any way that violates any applicable federal, state, local, or international statute, regulation, rule, order, treaty, or other law (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);

(b) For the purpose of exploiting, harming, impersonating, or attempting to exploit, harm, or impersonate anyone, including by threatening to expose their personally identifiable information, or otherwise;

(c) To infringe upon or violate our Intellectual Property Rights or those of others or to store or transmit infringing, libelous, or otherwise unlawful or tortious material or material in violation of third-party privacy rights;

(d) To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Agreement; or

(e) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Kayse or other users of the Services, or expose them to liability.

6.4. Technical Restrictions. Additionally, you agree not to:

(a) Sell, resell, sublicense, transfer, or distribute the Services, including to any third parties, or use the Services for any revenue generating endeavor, commercial enterprise, or other purpose for which the Services are not designed or intended;

(b) Interfere with or circumvent, or attempt to interfere with or circumvent, the security features, integrity, or performance of the Services or any related website or application, attempt to gain unauthorized access to the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services, or provide or obtain unauthorized access to the Services, whether through password mining or any other means;

(d) Use the Services in any manner that could disable, overburden, damage, or impair our or our service partners’ servers or networks, or interfere with any other party’s use of the Services, including via denial-of-service or similar attacks; to send automated queries to any website; or to send any unsolicited commercial e-mail;

(e) Use any robot, spider, or other automatic device, process, or other means to crawl, scrape, or otherwise access the Services (including in connection with the development of any artificial intelligence algorithm or system, or the collection of training data for any artificial intelligence algorithm or system), or use any means to reproduce or alter the navigational structure or presentation of the Services, for any purpose, including monitoring or copying any of the Services, without our prior written consent;

(f) Use or copy the Services in order to spam, phish, pharm, pretext, or engage in similar acts, including to impersonate or attempt to impersonate Kayse, any Kayse employees, another user, or any other person or entity (such as, without limitation, by using email addresses, user names, or screen names associated with any of the foregoing);

(g) Introduce into the Services or use the Services to store or transmit any viruses, Trojan horses, worms, logic bombs, spyware, or other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, hardware, software, applications, or equipment;

(h) Reverse engineer, decompile, disassemble, or otherwise attempt to discover or decrypt the source code or underlying structure, ideas, know-how, or algorithms related to, any portion of the Services, except to the extent any such restriction is not permitted by applicable law;

(i) Modify, adapt, translate, improve, enhance, or create derivative works based on any portion of the Services;

(j) Permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit;

(k) Frame or mirror any part of the Services;

(l) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other Intellectual Property Rights or proprietary rights notices from the Services; or

(m) Access any Services or any of our intellectual property or Confidential Information in order to build a competitive software, product, or service, in connection with the design, development, manufacture, licensing, or distribution of any other applications, accessories, or devices, or to conduct benchmarking tests or other analysis comparing the Services with a non-Kayse product or service.

7. TERM AND TERMINATION

7.1. Term. This Agreement commences on the date you first accept it and continues until the earlier of the date on which: (a) you cease to access or use the Services; or (b) we or your Administrator (as applicable) terminates your access to or use of the Services, including any termination of your Account.

7.2. Suspension; Termination. Without limiting any other provision in the Agreement, we may, without notice and without incurring any obligations or liabilities to you, suspend, terminate, or otherwise deny you access to or use of all or any part of the Services, if: (a) Kayse receives a judicial or other governmental demand (including an order, subpoena, or law enforcement request) that, or any applicable law or change thereto (including any laws governing the use of artificial intelligence), requires (in Kayse’s sole discretion) Kayse to cease providing the Services, whether permanently or temporarily; or (b) you or your Administrator have: (i) failed to comply with any applicable term in these Terms of Use or in our agreements with your Administrator; or (ii) accessed or used the Services beyond the scope of the rights granted in these Terms of Use or our agreement with your Administrator, for an unauthorized purpose, or in any manner that does not comply with any of Kayse’s instructions or requirements. This Section does not limit any of Kayse’s other rights or remedies, whether at law, in equity, or under these Terms of Use.

7.3. Your Termination Rights. You may terminate this Agreement at any time upon thirty (30) days’ prior written notice by contacting us using the contact information provided in Section 15. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR ACCOUNT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT.

7.4. Effect of Termination. Once the Agreement is terminated for any reason, including if we or you terminate your Account, all rights and licenses that we have granted to you, including in and to the Services, will immediately terminate and you must immediately cease all use of the Services. Further, you will no longer be authorized to access the Services or the data associated with your Account, and we may permanently delete your Account and all the data associated with it, including any Customer Data stored on the Services or in your Account. You are solely responsible for maintaining back-ups of all data stored or otherwise available on the Services, including Customer Data.

7.5. Survival. All definitions and provisions of the Agreement that are intended to survive its termination, whether by their nature or express terms, shall survive, including Sections 2.2, 3, 4.2, 5, 6.2, 6.3, 6.4, 7.4, 7.5, 8 through 12, 14, and 15 of these Terms of Use.

8. CONFIDENTIALITY

8.1. Confidential Information. As part of your access to or use of the Services, we may share with you, or you may learn of, our non-public proprietary or confidential information (“Confidential Information”). Our Confidential Information includes, any non-public information about users of the Services, pricing terms applicable to your Administrator or other users of the Services, non-public features and functionalities of the Services, and our technologies, products, clients, data subjects, processes, investors, or other third-party non-public or proprietary information, whether disclosed or learned of orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential.” Confidential Information does not include information that: (a) is in the public domain at the of our disclosure or when you learn of such information; (b) was known to you prior to obtaining that information from us and without a breach of the confidentiality obligations in the Agreement; or (c) was rightfully obtained by you on a non-confidential basis from a third party with the right to disclose such information.

8.2. Restrictions. You will hold, in strictest confidence, all Confidential Information using the same degree of care you use to protect your own confidential information, but in no event less than a reasonable degree of care, and will not disclose Confidential Information to any third party without our prior written consent or as otherwise permitted in Section 8.3. You will not use any Confidential Information except as necessary for your use of the Services in compliance with the Agreement. You will notify us of any unauthorized or improper disclosure, use, reproduction, or transmission of Confidential Information promptly after you become aware thereof and will cooperate with us in our efforts to limit or prevent any such unauthorized or improper disclosure, use, reproduction, or transmission. On our request at any time, and on the termination of the Agreement, you will destroy, or if instructed, return to us, all copies of any Confidential Information in your possession or under your control.

8.3. Permitted Disclosures. You may disclose Confidential Information to the limited extent required under an order of a court or other governmental body, or as necessary to comply with applicable law; provided that you: (a) provide us with prior written notice of such disclosure (to the extent permitted under applicable law); (b) cooperate with us in our efforts to limit such disclosure, including to obtain a protective order; and (c) disclose only that portion of Confidential Information subject to the disclosure requirement.

9. DISCLAIMERS

9.1. No Warranties. YOU UNDERSTAND THAT THE SERVICES AND ANY RESULTS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, ARISING THROUGH COURSE OF PERFORMANCE, OR OTHERWISE. YOUR USE OF THE SERVICES AND ANY RESULTS OBTAINED THROUGH THE SERVICES ARE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, QUIET ENJOYMENT, NON-INFRINGEMENT, ACCURACY, QUALITY, AND FITNESS FOR PARTICULAR PURPOSE. WE DO NOT WARRANT THAT: (A) THE SERVICES OR RESULTS OF THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, TIMELY, OR ERROR-FREE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; (C) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR SECURE; (D) THE SERVICES, THE EQUIPMENT THAT MAKES THE SERVICES AVAILABLE, OR ANY MATERIALS DOWNLOADED OR DOWNLOADABLE FROM THE SERVICES, ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE SERVICES OR ANY RESULTS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS, REQUIREMENTS, OR EXPECTATIONS. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

9.2. Technical Disclaimers. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA (INCLUDING CUSTOMER DATA), OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES, OR TO YOUR DOWNLOADING OF ANY MATERIAL OR DATA POSTED ON THE SERVICES, OR TO ANY OTHER WEBSITE, DATA, OR MATERIAL LINKED TO OR ACCESSIBLE FROM THE SERVICES, INCLUDING ANY NON-KAYSE APPLICATIONS.

9.3. Exclusions. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9.4. Industry-Specific Laws. You acknowledge and agree that the Services may not comply with industry-specific statutes, regulations, rules, or other laws, including the Health Insurance Portability and Accountability Act, the Federal Information Security Management Act, the Gramm-Leach-Bliley Act, or any implementing regulations. Accordingly, if your interactions with the Services would be subject to such laws, you accept the sole responsibility for compliance with them. Without limiting any other provision in the Agreement, including in this Section and in Section 10 of these Terms of Use, we will not be responsible or liable for any damages, fines, or other liabilities or losses arising out of or relating to any such industry-specific laws, including those that are applicable to your use of or access to the Services.

9.5. No Professional Advice. You understand and agree that: (i) Kayse is not a law firm and does not provide legal, tax, medical, or other professional advice of any kind; (ii) the Services are intended merely to facilitate communications between law firms and other professionals and their clients or prospective clients and are not intended to provide or be a substitute for, and do not, constitute legal, tax, medical, or other professional advice. You should not rely on any information provided by Kayse through the Services regarding any legal, tax, or medical issues.

9.6. Artificial Intelligence. You understand and agree that: (i) the Services rely on artificial intelligence (AI) and machine learning, which are rapidly evolving technology areas; (ii) given the probabilistic nature of AI, use of the Services may, in some situations, result in outputs that do not accurately reflect reality; (iii) you should not use the output from the Services for any purpose that could have a legal or other material impact on any person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions; (iv) the output from the Services may not reflect Kayse’s views; and (v) if any output from the Services references any third party or their products or services, such reference does not constitute any express or implied endorsement by, or affiliation with, Kayse.

10. LIMITATION ON LIABILITY

10.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL KAYSE OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR OTHER RELATED COMPANIES, OR OUR OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS, OR DIRECTORS (COLLECTIVELY, THE “KAYSE PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY DAMAGES WHATSOEVER RELATING TO OR RESULTING FROM LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA (INCLUDING CUSTOMER DATA), OR EMOTIONAL DISTRESS, AND WHETHER BASED IN TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE FORESEEABLE, OR ANY REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. IF, FOR ANY REASON, ANY KAYSE PARTY SHALL BE FOUND TO BE LIABLE NOTWITHSTANDING THE FOREGOING, THEIR AGGREGATE LIABILITY TO YOU OR ANY OTHER PARTY OR PARTIES CLAIMING WITH, UNDER, OR THROUGH YOU, SHALL BE LIMITED TO ONE-HUNDRED DOLLARS ($100 USD).

10.2. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OTHER EXCLUSIONS, LIMITATIONS, OR DISCLAIMERS OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

10.3. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE THE CLAIM OR CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

11. INDEMNIFICATION.

Except to the extent prohibited by law, you agree to defend, indemnify, and hold harmless the Kayse Parties from and against any and all actual or threatened demands, actions, suits, proceedings, or other claims (collectively, “Claims”) relating to any liabilities, damages, losses, costs, penalties, fines, and settlements (including reasonable attorneys’ and experts’ fees) arising out of or relating to: (a) your violation of the Agreement; (b) your use of, or activities in connection with, the Services; (c) your Customer Data or Feedback; or (d) your violation of any law or the rights of a third party, including Intellectual Property Rights, proprietary rights, or privacy rights. We may assume the exclusive defense and control of any Claim for which you are required to indemnify any Kayse Party under this Section, and you agree to cooperate, at your expense, with our defense of such Claims. If we do not assume the defense of any Claim subject to this Section, you will assume the defense and control of such Claim at your sole cost and expense; provided that, in such case, we may participate, at our sole cost and expense, in such defense with counsel of our own choosing. You may not settle any Claim that you control the defense of without our prior written consent. We will use reasonable efforts to notify you within a reasonable amount of time after becoming aware of any Claim subject to this Section.

12. GOVERNING LAW AND DISPUTES

12.1. Governing Law. All matters relating to the Services or the Agreement, and any dispute or claim between the parties arising out of or related to the Services or the Agreement (in each case, including non-contractual disputes or claims) (each, a “Dispute”), shall be governed by and construed in accordance with the internal laws of the State of New York and applicable federal law, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction), except as provided below with respect to the Federal Arbitration Act.

PLEASE READ THIS SECTION CAREFULLY. YOU AND KAYSE ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

12.2. Escalation. If you have any Dispute against us you agree to first try to resolve such Dispute informally and in good faith by contacting us and providing us with the following information in writing to the address listed in Section 15: fair notice of your identity, a description of the nature and basis of your Dispute, and the relief you are seeking, including the specific amount of any monetary relief you are seeking. Such information cannot be combined with any information applicable to any other of your Disputes or Disputes of any other parties. The parties will work together in good faith to resolve such Dispute for sixty (60) days following Kayse’s receipt of the applicable information. If a party’s Dispute is not resolved within such sixty (60) day period, only then may you or we may commence arbitration proceedings in accordance with this Section. Before commencing any arbitration proceedings under the Agreement, a party must first send to the other a written notice of their intent to file an arbitration (“Arbitration Notice”). Your Arbitration Notice to us must be sent to our address provided in Section 15. We may provide the Arbitration Notice to you using any contact information you have provided to us, including through your use of the Services, or through your Account. Neither party shall initiate arbitration until the escalation process set forth in this paragraph is complete and until they have provided an Arbitration Notice to the other party. This agreement to arbitrate shall apply to all Disputes, including those that arose or were asserted before the effective date of these Terms of Use provided in the “Last Updated” date above, unless you have expressly opted-out of any update according to Section 12.7 below.

12.3. Mandatory Arbitration. You hereby agree that, except as provided in Section 12.9, any Dispute between you and Kayse, whether brought by you or by us, arising out of or relating in any way to the Agreement or your use of or access to the Services must be resolved through final, binding, and confidential arbitration located in New York County, New York, USA, or through such other means as the parties may mutually agree. If you are an individual, you may choose to conduct the arbitration in your county of residence or by videoconference.

12.4. Rules. The arbitration will be administered by JAMS or its successor (“JAMS”) in accordance with the then-current Streamlined Arbitration Rules and Procedures for commercial contracts except to the extent this Section conflicts with those rules, and, if you are an individual, in accordance with JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (collectively, the “JAMS Rules”). The parties will mutually agree on an arbitrator, provided that if the parties cannot agree on an arbitrator within ten (10) days, JAMS will choose the arbitrator. In rendering an award, the arbitrator shall apply the governing law stated in Section 12.1, except that the Federal Arbitration Act will govern the interpretation and enforcement of this Section.

12.5. Resolution. Unless you are an individual and opt-out of arbitration as set forth below, and except with respect to the class arbitration waiver as set forth in Section 12.6 below, the arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any Dispute relating to interpretation, applicability, unconscionability, formation, arbitrability, and/or enforceability of these arbitration provisions, including any challenge that the arbitration provisions or the Agreement is void, voidable, or otherwise invalid. There is no judge or jury in arbitration, the arbitration will be subject to different rules than the rules that would apply in court, and court review of arbitration awards is very limited. However, the arbitrator will be empowered to grant whatever relief would be available in court under law or in equity (including injunctive and declaratory relief and statutory damages) and must follow the Agreement, as a court would. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

12.6. Class Action Waiver. You agree that an arbitration will be conducted on an individual, and not a class-wide, basis. An arbitrator will have no authority to certify a class or award class-wide relief. The arbitrator is authorized only to award relief on behalf of the individual parties and only to their extent of their individual claims or Disputes. YOU ACKNOWLEDGE AND AGREE THAT UNLESS OTHERWISE AGREED IN WRITING BY YOU AND KAYSE, WITH REGARD TO ANY CLAIMS OR DISPUTES HEREUNDER, YOU WILL NOT BE ENTITLED TO SEEK TO, AND AN ARBITRATOR OR COURT MAY NOT, JOIN OR CONSOLIDATE YOUR CLAIMS OR DISPUTES WITH ANY OTHER SIMILAR CLAIMS OR DISPUTES OF ANY OTHER PERSON OR PARTICIPATE IN ANY CLAIM OR DISPUTE AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

12.7. Opt-Out. If you are an individual, you can opt out of these arbitration provisions within thirty (30) days of the date that you first agreed to these Terms of Use or to any subsequent revisions to this Section. If you opt out of a subsequent revision, you will remain bound by the prior version of this Section unless you previously opted out of that version. To opt out, you must send your name, address, username, the email address, and phone number, including as associated with your Account (if applicable), and a clear statement that you want to opt out of this arbitration agreement using the contact information in Section 15. If you do not have an Account, you may opt out of the Agreement in its entirety by not using the Services.

12.8. Court Proceedings. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be resolved exclusively (except as provided in Section 12.9 below) in the appropriate state and federal courts located in New York County, New York. Both parties hereby unconditionally and irrevocably consent to the venue and jurisdiction of such courts, and waive all defenses, including lack of personal jurisdiction, improper venue, or inconvenience of the forum, with respect to such courts for the adjudication of such Disputes.

12.9. Exclusions. Notwithstanding anything else in this Section to the contrary, the following claims may be brought in any court of competent jurisdiction: claims to the extent alleging efforts to interfere with the Services or engage with the Services in an unauthorized manner or for violation of any Intellectual Property Rights. Moreover, either you or we may choose to bring a claim in, or move a claim to, small claims court, if the claim is within the jurisdiction of that court, without resorting to arbitration. In addition, either you or we have the option to bring claims in court to seek temporary or preliminary injunctive relief without seeking damages, in any court of competent jurisdiction. Further, you acknowledge and agree that your actual or alleged breach of Sections 1, 2, 3, 5, 6, or 8 will cause irreparable injury to us for which monetary damages would not be an adequate remedy. Accordingly, we are entitled to seek specific performance or other injunctive or equitable relief, without any obligation to post any bond, in any court with competent jurisdiction, to limit, remedy, or mitigate the effects of any such breach. Our rights under this Section are in addition to and not in lieu of any other remedy available to us under the Agreement, at law, or in equity.

13. CHANGES

13.1. Changes to the Agreement. We reserve the right to update, add, remove, or otherwise change the Agreement (in whole or in part), from time to time in our sole discretion. If we make any material changes to the Agreement, we will notify you by posting such changes to the Website or App. We may also notify you (in our discretion) through other reasonable means, including by using any contact information that you have provided to us through the Websites, App, or your Account. Any changes to the Agreement will be effective thirty (30) calendar days after we provide notice to you of such change, including thirty (30) days after we post notice of the changes on the Websites or App; however, changes we make to comply with applicable laws will be effective upon notice. All changes will be effective immediately upon posting for new visitors to or users of the Services. Your continued use of the Services following the applicable notice periods and posting of the changes to the Agreement on the Websites or App, will mean that you accept those changes. We will not be liable to you for the effect that any changes to the Agreement may have on you after the applicable notice period or after you have accepted the updated Agreement. The “Last Updated” date above reflects the last time these Terms of Use were updated.

13.2. Changes to the Services. We reserve the right to suspend, discontinue, update, or otherwise change all or any portion of the Services for you or any or all other users, at any time, with or without notice, and for any reason. We will not be liable to you for the effect that any such changes or other actions may have on you. Due to maintenance, security, or capacity issues, or Force Majeure Events (as defined below), the Services may be temporarily suspended or affected.

14. MISCELLANEOUS

14.1. Electronic Communications Notice. Sending us emails and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email or through the Services, including through your Account, satisfy any legal requirement that such communication be in writing. In order to retain copies of any electronic communications, you must have a printer or data storage device. If you have a printer, you may print paper copies of any such communications for your own use. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, orders, treaties, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

14.2. Calls and Messages. You voluntarily and expressly authorize Kayse to contact you and at all telephone numbers you provide to Kayse or your Administrator through automatic telephone-dialing systems, push notifications, chat messages, or any other system capable of storing and automatically dialing, messaging, or otherwise contacting telephone numbers (including in prerecorded, artificial, or ringless-voicemail messages and SMS/MMS text messages), including for the purpose of delivering advertisements or telemarketing related to the Services. You understand that agreeing to this Section is not a condition of purchasing any Services from Kayse. You may complete any transaction with Kayse even if you chooses not to agree to this Section; however, in such case, you are prohibited from using any Services described in this Section. You may revoke your consent under this Section by sending us written notice of your revocation to our address listed in Section 15 or by replying “STOP” to any text message delivered through the Services, or by any other means provided on the Websites or App. Kayse will honor any revocation within a reasonable time, not to exceed ten (10) days. Standard carrier message and data rates may apply for text messages. Message frequency will vary based on your use of the Services. You agree that an electronic copy of this Section, including any electronic or digital signature, shall be deemed an original and admissible record of your consent under the Telephone Consumer Protection Act, 47 U.S.C. § 227, and its implementing regulations.

14.3. Relationship of the Parties. The Agreement does not create a partnership, joint venture, employment, agency, or fiduciary relationship between you and Kayse or any Kayse Party. Kayse and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

14.4. Force Majeure. Kayse shall not be liable for any failure or delay in its performance or equipment or any other matter due to causes beyond its reasonable control, including: acts of God, pandemic, fire, flood, hurricanes, or other catastrophes; any statute, regulation, rule, order, treaty, or other law or any direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars or hostile attacks; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties; equipment malfunction, power failures, denial-of-service attacks, or failure of the Internet (each, a “Force Majeure Event”).

14.5. General. The Agreement, which includes and incorporates all terms, conditions, and policies referenced herein, is the entire agreement between you and Kayse with respect to your use of and access to the Services and supersedes all other communications, negotiations, and prior oral and written statements between the you and Kayse regarding the Services. Except as otherwise expressly provided in the Agreement, including in Section 13, no change, modification, or amendment of any terms of the Agreement will be binding unless made in writing and signed by each party’s authorized representative. No waiver of any provision of the Agreement shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of the Agreement, or the waiver by any party of any breach of the Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. If any provision of the Agreement is deemed to be invalid, illegal, or unenforceable, such provision will be replaced with a new provision that most closely resembles the parties’ original intent, and the remaining provisions shall continue in full force and affect. The term “including” and any variation thereof means “including without limitation” and each variation of a defined term has the meaning the context requires All headings in this Agreement are for convenience only and will not be considered when interpreting the Agreement. The Agreement is binding on and shall inure to the benefit of each of the parties’ successors and permitted assigns. You may not assign the Agreement without Kayse’s prior written consent. Kayse may freely assign or delegate is responsibilities under the Agreement without restriction. Any assignment in violation of this Section will be null and void.

15. OUR COMMENTS AND CONCERNS; LEGAL NOTICES

All legal notices to us must be in writing and must reference these Terms of Use. We may provide notice to you using the information you provided to us, including by email or through your Account. Service will be deemed given on the date delivered by email (with the sender’s confirmation of receipt) or on the date of delivery via courier providing confirmation of delivery.

The address for Kayse for notice purposes under the Agreement is:

Case Connect Group LLC, c/o Kayse,
1400 Old Country Rd, Suite 305
Westbury, NY 11590

All other feedback, comments, requests for technical support, and other communications from you relating to the Services or the Agreement should be directed to: support@kayse.ai.