Terms
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Terms

Data Processing Addendum

This Data Processing Addendum, including the Standard Contractual Clauses referenced herein (“DPA”), amends and supplements any existing and currently valid agreement or Terms of Use (the “Agreement”) either previously or concurrently made between you (together with subsidiary(ies) and affiliated entities, collectively, “Customer”) and Kaytu (together with subsidiary(ies) and affiliated entities, collectively “Processor”) and sets forth other terms that apply to the extent any information you provide to Processor pursuant to the Agreement includes Personal Data (as defined below). This DPA is effective as of the last signature date on the agreement.

1.0 Defined Terms.

The following definitions are used in this DPA

1.1

“Authorized Personnel” means (a) Processor’s employees who have a need to know or otherwise access Personal Data for the purposes of performing applicable services; and (b) Processor’s contractors, agents, and auditors who have a need to know or otherwise access Personal Data to enable Processor to perform its obligations under the Agreement and this DPA, and who are bound in writing by confidentiality and other obligations sufficient to protect Personal Data in accordance with the terms and conditions of this DPA.

1.2

“CCPA” means the California Consumer Privacy Act.

1.3

“Data Protection Laws” means all applicable federal, state, and foreign data protection, privacy and data security laws, as well as applicable regulations and formal directives intended by their nature to have the force of law, including, without limitation, the EU Data Protection Laws and the CCPA but excluding, without limitation, consent decrees.

1.4

“EU Data Protection Laws” means all laws and regulations of the European Union, the European Economic Area, their member states, Switzerland, and the United Kingdom, applicable to the processing of Personal Data for the services under the Agreement, including (where applicable) the GDPR.

1.5

“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.)

1.6

“Personal Data” means any information relating to an identified or identifiable natural person that is submitted to, or collected by, Kaytu in connection with the services provided by Processor, when such data is protected as “personal data” or “personally identifiable information” or a similar term under Data Protection Law(s).

1.7

“Process” or “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

1.8

“Security Breach” means a confirmed breach of Processor’s security measures leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data where such compromise of the Personal Data meets the definitions of both “personal data” (or like term) and “security breach” (or like term) under Data Protection Law(s) governing the particular circumstances.

1.9

“Standard Contractual Clauses” means the model clauses for the transfer of Personal Data to processors established in third countries approved by the European Commission, the approved version of which is set out in the European Commission ImplementingDecision (EU) 2021/914 of 4 June 2021 and at https://eur-lex.europa.eu/eli/dec\_impl/2021/914/oj?uri=CELEX%3A32021D0914&locale=e, which clauses are incorporated herein by this reference.

1.10

Any definitions not otherwise included in this Data Processing Addendum, and found in the Privacy Notice, End User License Agreement, and Terms of Use are hereby adopted by reference in this Addendum.

2.0 Processing and Transfer of Personal Data

2.1

Processor shall process Personal Data in accordance with Customer’s written instructions (unless waived in a written requirement) provided during the term of this DPA. The parties agree that the Agreement, including this DPA, together with Customer’s use of the Processor’s service in accordance with the Agreement, constitute Customer’s complete and final written instruction to Processor in relation to the Processing of Personal Data, and additional instructions outside the scope of these instructions shall require a prior written and mutually executed agreement between Customer and Processor. In the event Processor reasonably believes there is a conflict with any Data Protection Law and Customer’s instructions, Processor will inform Customer promptly and the parties shall cooperate in good faith to resolve the conflict and achieve the goals of such instruction.

2.2

Except for usage of Personal Data as necessary to bring and defend claims, to comply with requirements of the legal process, to cooperate with regulatory authorities, and to exercise other similar permissible uses as expressly provided under Data Protection Laws, Processor shall not retain, use, sell, or disclose the Personal Data that is not de-identified or aggregated for analytics, for any purpose, including other commercial purposes, outside of the direct business relationship with Customer.

2.3

The parties acknowledge and agree that processing of the Personal Data will occur in the United States and perhaps other jurisdictions outside the residence of the data subjects, and Customer shall comply with all notice and consent requirements for such transfer and processing to the extent required by Data Protection Laws.

3.0 EU Data Protection Laws.

3.1

Transfers of EU Personal Data. Customer acknowledges and agrees that Processor is located in the United States and that Customer’s provision of Personal Data from the European Economic Area, Switzerland, and the United Kingdom (“EU”) to Processor for processing is a transfer of EU Personal Data to the United States. All transfers of Customer Personal Data out of the EU (“EU Personal Data”) to the United States shall be governed by the Standard Contractual Clauses. The terms of the Standard Contractual Clauses, together with Appendices 1 and 2 set out in Exhibit A to this DPA, are incorporated in this DPA by this reference solely as required with respect to EU Personal Data for the services provided by Processor for Customer under the Agreement.

3.2

GDPR Contractual Requirements. Processor shall: (a) assist, to a reasonable extent, the fulfillment of Customer’s obligations to respond to requests for exercising a data subject’s rights with respect to Personal Data under Chapter III of GDPR; (b) assist, to a reasonable extent, Customer in complying with its obligations with respect to EU Personal Data pursuant to Articles 32 to 36 of GDPR; (c) make available to Customer information reasonably necessary to demonstrate compliance with its obligations as a processor specified in Article 28 of GDPR; (d) maintain a record of all categories of processing activities carried out on behalf of Customer in accordance with Article 30(2) of the GDPR; and (e) cooperate, on request, with an EU supervisory authority in the performance of the services under the Agreement.

3.3

Sub-processors. Customer grants a general authorization to Processor to appoint its affiliates as sub-processors, and a specific authorization to Processor and its affiliates to appoint as sub-processors the entities set out in Exhibit B attached hereto, and for the sub-processing activities described thereon, as it may be updated from time to time. Customers may request to be notified by email regarding updates to the sub-processor list.

4.0 Compliance with Data Protection Laws.

4.1

Representation and Warranty. Customer represents and warrants on behalf of itself and its employees that the Personal Data provided to Processor for processing under the Agreement and this DPA is collected and/or validly obtained and utilized by Customer and its employees in compliance with all Data Protection Laws, including without limitation the disclosure, informed affirmative consent and targeted advertising provisions of the CCPA and EU Data Protection Laws, including without limitation Chapter II of the GDPR, and Customer shall defend, indemnify and hold harmless Processor from and against all loss, expense (including reasonable out-of-pocket attorneys’ fees and court costs), damage, or liability arising out of any claim arising out of a breach of this Section 4.1.

4.2

Data Security. Processor will utilize commercially reasonable efforts to protect the security, confidentiality, and integrity of the Personal Data transferred to it using reasonable administrative, physical, and technical safeguards. Notwithstanding the generality of the foregoing, Processor shall: (a) not use or disclose Personal Data for any purpose other than those purposes instructed or permitted by Customer; (b) only use and disclose Personal Data in a manner and to the extent permitted in this DPA or as otherwise agreed between the Parties and observe all limitations as to such use or disclosure as Customer may notify to Processor; (c) employ reasonable administrative, physical, and technical safeguards (including commercially reasonable safeguards against worms, Trojan horses, and other disabling or damaging codes) to afford protection of the Personal Data in accordance with Data Protection Laws as would be appropriate based on the nature of the Personal Data; (d) utilize commercially reasonable efforts to keep the Personal Data reasonably secure and in an encrypted form, and use industry standard security practices and systems applicable to the use of Personal Data to prevent, and take prompt and proper remedial action against unauthorized access, copying, modification, storage, reproduction, display, or distribution of Personal Data; (e) cease to retain documents containing Personal Data, or remove the means by which Personal Data can be associated with particular individuals reasonably promptly after it is reasonable to assume that (i) the specified purposes are no longer being served by Processor’s retention of Personal Data, and (ii) retention is no longer necessary for legal or business purposes; and (f) upon receiving a request from Customer to correct an error or omission in the Personal Data about the individual that is in the possession or under the control of Processor, correct the Personal Data as soon as reasonably practicable.

4.3

Authorized Personnel; Sub-processors. Processors shall ensure that Authorized Personnel have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality with obligations at least as restrictive as those contained in this DPA. In addition, Processor is authorized to use sub-processors provided that Processor shall enter into an agreement with the sub-processor containing data protection obligations that are at least as restrictive as the obligations under this DPA.

4.4

Security Breaches. After confirmation of a Security Breach, Processor will promptly, without undue delay: (a) notify Customer of the Security Breach; (b) investigate the Security Breach; (c) provide Customer with details about the Security Breach; and (d) take reasonable actions to prevent a recurrence of the Security Breach. Processor agrees to cooperate in Customer’s handling of the matter by: (i) providing reasonable assistance with Customer’s investigation; and (ii) making available relevant records, logs, files, data reporting, and other materials related to the Security Breach’s effects on Customer, as required to comply with Data Protection Laws.

4.5

Data Subject Requests. Processor will cooperate with Customer to address data subject rights and requests afforded by Data Protection Laws.

5.0 Audits and Certifications.

5.1

Within thirty (30) days of Customer’s written request, and no more than once annually and subject to the confidentiality obligations set forth in the Agreement (unless such information is reasonably required to be disclosed as a response to a data subject’s inquiries under Data Protection Laws), Processor shall make available to Customer (or a mutually agreed upon third-party auditor) information regarding Processor’s compliance with the obligations set forth in this DPA, including reasonable documentation. An NDA may be required to receive this information.

6.0 Miscellaneous.

6.1

In the event of any conflict or inconsistency between this DPA and Data Protection Laws, Data Protection Laws shall prevail. In the event of any conflict or inconsistency between the terms of this DPA and the terms of the Agreement, the terms of this DPA shall prevail solely to the extent that the subject matter concerns the processing of Personal Data.

6.2

To the extent that it is determined by any data protection authority that the Agreement or this DPA is insufficient to comply with Data Protection Laws or changes to Data Protection Laws, Customer and Processor agree to cooperate in good faith to amend the Agreement or this DPA or enter into further mutually agreeable data processing agreements in an effort to comply with all Data Protection Laws.

6.3

Each Party’s liability arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the limitations of liability contained in the Agreement. For the avoidance of doubt, each reference herein to the “DPA” means this DPA including its exhibits and appendices.

6.4

This DPA is without prejudice to the rights and obligations of the parties under the Agreement which shall continue to have full force and effect. This DPA does not confer any third-party beneficiary rights, is intended for the benefit of the parties hereto and their respective permitted successors and assigns only, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. This DPA only applies to the extent the Processor processes Personal Data on behalf of the Customer. This DPA together with the Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matter.If you would like to be subscribed to Kaytu’s subprocessor email updates, please email [email protected] and ask to be added to our subprocessor email update list.

Data Processing Addendum.

Exhibit A: Standard Contractual Clauses

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Standard Contractual Clauses

Data exporter

Data exporter is the Customer.

Data importer

The data importer is Kaytu Inc. (“Kaytu”).

Data subjects

Data exporter may submit Personal Data to Kaytu, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects: the data exporter’s representatives and end-users including employees, contractors, business partners, collaborators, and customers of the data exporter. Data subjects may also include individuals attempting to communicate or transfer Personal Data to users of the Kaytu Website.

Categories of data

Data exporter may submit Personal Data to Kaytu, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of Personal Data: (a) First and last name; (b) Title; (c) Position; (d) Employer; (e) Contact information (company, email, phone, physical business address); (f) Connection data; (g) Localisation data; and (h) other data in an electronic form used by Customer in the context of the services.

Special categories of data (if appropriate)

None

Processing operations

The objective of the processing of Personal Data by a data importer is the performance of the contractual services related to the Agreement with the data exporter. The processes may include collection, storage, retrieval, consultation, use, erasure or destruction, disclosure by transmission, dissemination, or otherwise making available data exporter’s data as necessary to provide the services in accordance with the data exporter’s instructions, including related internal purposes (such as quality control, troubleshooting, product development, etc.)

Frequency of Transfer

Continuous

Retention Period

Data is retained for so long as is reasonably necessary to fulfill the purposes for which the data was collected, to perform our contractual and legal obligations, and for any applicable statute of limitations periods for the purposes of bringing and defending claims.

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Standard Contractual Clauses

Processor will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of personal data transferred to Processor as described in the Agreement and this DPA.The description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) can be found at https://kaytu.io/security.Processor will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data transferred to Processor as described in the Agreement and in Processor’s Privacy Notice which is available at https://kaytu.io/privacy.

General Data Protection Regulation (GDPR)

Kaytu is fully committed to compliance with the General Data Protection Regulation (GDPR). We understand the importance of incorporating standards put forth by GDPR into our data practices and making sure our customers, whether citizens of the EU or businesses that use Kaytu with European customers, feel secure and confident to continue using Kaytu.

In response to GDPR, we have developed new features (including cookie management tools and data deletion processes), enhanced existing functionality (such as Terms of Use opt-ins), improved our documentation, and incorporated a Data Processing Addendum into our Terms of Use.

However, since GDPR is a new and broad regulation with no certification process, we have no process of verifying our compliance. Nonetheless, through our good-faith efforts, we believe we are in compliance, both now and as future developments come along.

If you integrate Kaytu to share invitee information with another application, we designate invitees in GDPR countries as "transactional contacts" so their information is only used to send information about orders, shipments, test message, etc., unless they explicitly opt-in to future, marketing-related emails.

Does Kaytu have a Data Processing Addendum (DPA)?

We have incorporated a Data Processing Addendum into our Terms of Use that covers all visitors (including Kaytu users who have an account with us, Kaytu invitees who schedule meetings with a Kaytu user, and Kaytu viewers who are simply visiting the website) located in the European Economic Area, Switzerland, and the United Kingdom. There is nothing additional for you to sign or execute, and by accepting the Terms of Use, the DPA is already in place for you.

A signed version of Kaytu’s Data Processing Addendum (DPA) is available for customers. Please contact us and we will be happy to process your request.

Terms of Service

Welcome to Kaytu! These Terms of Service (“Terms”) govern your use of the free and paid services, software and websites (the “Service”) provided by Kaytu, Inc., dba Kaytu (“Kaytu”, "we," "our,", "us", etc.) are an agreement that describes your rights and responsibilities as an Airtable customer. T, and any data, text, files, information, usernames, images, graphics, metadata, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, and associated information, text, files and other content or materials (together, the “Content”) stored, configured, uploaded, downloaded, or appearing on our websites or applications.

More specifically, these Terms govern how you may access and use: (i) kaytu.io, its subdomains, and any other website where these Terms are posted; (ii) Kaytu’s online hosted services; and (iii) Kaytu’s "Software," meaning, collectively, our browser extensions, mobile applications, other downloadable apps, application programming interfaces ("APIs"), and tools and documentation ((i) through (iii) collectively, our "Service" or "Kaytu").

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY CREATING AN KEIBI ACCOUNT, CLICKING "SIGN UP", "SIGN UP WITH GOOGLE", "SIGN UP FOR FREE", "SUBMIT", OR THE LIKE INDICATING ACCEPTANCE ELECTRONICALLY, OR BY ACCESSING OR USING KEIBI, YOU SIGNIFY THAT YOU HAVE READ, HAVE UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, AND THAT YOU HAVE READ, HAVE UNDERSTOOD, AND ACKNOWLEDGE OUR PRIVACY POLICY, WHICH IS AVAILABLE AT KEIBI.IO/PRIVACY ("PRIVACY POLICY"), WHETHER OR NOT YOU ARE A REGISTERED USER OF KEIBI. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS.

If you are an individual and you access or use Kaytu on behalf of a company, principal, or other entity, such as your employer (each, together with its affiliates, an "Organization"), then: (i) these Terms of Service are an agreement between us and you and us and that Organization; (ii) you represent and warrant that you have the authority to bind that Organization to these Terms (and if you do not have the authority, you may not access or use Kaytu); (iii) your acceptance of these Terms will bind such Organization to these Terms; (iv) your individual right to access and use Kaytu may be suspended or terminated (and ownership and administration of your Kaytu Account may be transferred) if you cease to be associated with, or cease to use an email address associated with or provisioned by, that Organization; (v) we may disclose information regarding you and your use of the Service with such Organization; and (vi) the terms "you" and "your", as used in these Terms, refer to both you and such Organization. If you sign up for Kaytu using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of Kaytu (or reimburses you for payment of such fees), or otherwise, then we may deem you, in our sole discretion, to be accessing and using Kaytu on behalf of that Organization.

1. Our Service

1.1 Eligibility

You may use Kaytu only if you can form a legally binding contract with us (and on behalf of your Organization as applicable), and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. To use Kaytu, you must be at least 13 years old, and in some circumstances even older (please check your local law for the age of digital consent). You represent and warrant that you meet the applicable age requirements and are competent to agree to these Terms, or, if you are unable to form a binding contract under applicable law, you represent and warrant that you have your parent’s or legal guardian’s permission to use Kaytu, and that your parent or legal guardian is agreeing to these Terms concurrently. If you are a parent or legal guardian of a Kaytu user who is unable to form a binding contract under applicable law, you are agreeing to these Terms and you are responsible for such Kaytu user’s activity on Kaytu. Kaytu is not available to any users who were previously removed from the Service.

1.2 Access, Restrictions, and Use

Subject to your compliance with these Terms, you may access and use Kaytu during the Subscription Term (defined below), except as may be limited by your Organization as described above. Except as we otherwise agree in writing or to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party or Application (defined below) to do, any of the following:

If Information is aggregated or de-identified so it is no longer reasonably associated with an identified or identifiable natural person, Kaytu may use it for any business purpose. To the extent Information is associated with an identified or identifiable natural person and is protected as personal data under applicable data protection law, it is referred to in this Privacy Policy as “Personal Data.”

disassemble, reverse engineer, decode, or decompile any part of Kaytu;

use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record Kaytu;

copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of Kaytu or any of our Intellectual Property (defined below);

use Kaytu in a manner that impacts: (i) the stability of our servers; (ii) the operation or performance of Kaytu or any other user’s use of Kaytu; or (iii) the behavior of other applications using Kaytu;

use Kaytu in any manner or for any purpose (including, without limitation, by providing Kaytu with access to any Content) that: (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation, or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality; (ii) is fraudulent, false, deceptive, or defamatory; (iii) promotes hatred, violence, or harm against any individual or group; (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, or our users;

overload, flood, spam, or mail-bomb the Service; or otherwise use the Service in a manner that interferes with or creates an undue burden on the Service, including by sending unsolicited communications, promotions, advertisements, or spam;

use or display Kaytu in competition with us, to develop competing products or services, for benchmarking or competitive analysis of Kaytu, or otherwise to our detriment or disadvantage;

attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running Kaytu;

transmit viruses, worms, or other software agents through Kaytu;

impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use Kaytu for any invasive or fraudulent purpose;

share passwords or authentication credentials for Kaytu, or otherwise circumvent the measures we may use to prevent or restrict access to Kaytu or enforce limitations on use of Kaytu; or

identify or refer to us or Kaytu in a manner that could reasonably imply an endorsement, relationship, or affiliation with or sponsorship between you or a third party and us, other than your permitted use of Kaytu under these Terms, without our express written consent.

1.3 Kaytu Accounts

Your account on Kaytu (your "Kaytu Account") gives you access to the services and functionality that we may establish and maintain from time to time. We may maintain different types of Kaytu Accounts for different types of users. You acknowledge that you do not own your Kaytu Account.

You may not use another user’s Kaytu Account without such user’s permission. You are solely responsible for the activity that occurs on your Kaytu Account, and you must keep your Kaytu Account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Kaytu Account. Any individual with administrator-level access to your Kaytu Account can modify your Kaytu Account settings, access and billing information. We will not be liable for any losses caused by any unauthorized use of your Kaytu Account, or for any changes to your Kaytu Account, including your ability to access your Kaytu Account or Your Content (defined below), made by any individual with administrator-level access to your Kaytu Account.

You may control certain aspects of your Kaytu Account profile and how you interact with Kaytu by changing the settings in your settings page. By providing us with your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of Kaytu and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting Kaytu Support at [email protected] or by clicking the unsubscribe link within each marketing or advertising message. Opting out will not prevent you from receiving Service-related notices.

1.4 Your Content

As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through Kaytu ("Your Content"). For an Organizational account, we may assume, in our sole discretion, that all of Your Content belongs to that Organization.

You (on behalf of yourself and your Organization, if applicable, and your other licensors) grant, and you represent and warrant that you have all rights necessary to grant, us an irrevocable, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, and display Your Content: (i) to provide, maintain, and improve Kaytu; (ii) to perform such other actions as authorized by you in connection with your use of Kaytu; and (iii) for any other purpose consistent with the Privacy Policy.

If you are an individual using Kaytu on behalf of an Organization and are collaborating with other employees or other individuals who have access to Your Content under your Kaytu Account, or if you share Your Content with other individuals within or outside of such Organization, the content on your Kaytu Account that you make available to such other individuals (as well as other information, such as the names and contact information of other individuals who have access to your workspace(s) or Your Content within Kaytu) will be visible, accessible, and, depending on their designated level of access, editable by such individuals.

You can remove Your Content from your Kaytu Account by deleting it. However, in certain instances, some of Your Content may not be completely removed. We are not responsible or liable for the removal or deletion of any of Your Content, or any failure to remove or delete such content.

In connection with Your Content, you represent and warrant that: (i) you have all necessary rights, licenses and consents to provide, receive, access and/or use Your Content and any other content you provide, receive, access and/or use through or in connection with Kaytu; and (ii) Your Content and our use thereof as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights.

We take no responsibility and assume no liability for Your Content. You shall be solely responsible for Your Content and the consequences of posting it, publishing it, sharing it, or otherwise making it available on Kaytu. You shall be solely responsible and indemnify us for Your Content.

1.5 Software

To the extent you receive our Software, subject to your compliance with these Terms, during the applicable Subscription Term, we grant to you a non-exclusive, non-transferable, non-sublicensable right and license to use our Software solely as reasonably necessary for your use of Kaytu in accordance with these Terms.

1.6 Service Changes, Suspension, and Termination

We may terminate this Agreement at any time, with or without notice, for any reason. You may cancel your Kaytu Account at any time, though we will be sorry to see you go. We may change Kaytu, stop providing Kaytu or features of Kaytu to you or to our users generally, or create usage limits for Kaytu. We may permanently or temporarily terminate or suspend your access to Kaytu without notice and liability, without cause or for any reason, including if in our sole determination you violate any provision of these Terms. Upon termination, you continue to be bound by these Terms.

1.7 Authorized Collaborators

You are an Authorized Collaborator (“Collaborator”) if an organization or other third party that we refer to in these Terms of Use as Customer has invited you to a Workspace, or if you have set up a Workspace on behalf of Customer.

If, for example, you are joining a Workspace belonging to your employer, Customer is your employer. If you are joining a Workspace created by your friend in relation to her new startup idea, then she is our Customer.

Authorized Collaborators acknowledge and agree that Customer may remove their access to the Service at any time.

It is solely customer’s responsibility to inform any authorized collaborators and any other relevant parties of any relevant customer policies and practices and any settings that may impact the processing of customer data; (b) obtain any rights, permissions or consents from authorized collaborators and any other relevant parties that are necessary for the lawful use of customer data and the operation of the services.

2. Our Intellectual Property

You acknowledge and agree that Kaytu and all materials and content displayed or made available on Kaytu, and all software, algorithms, code, technology and intellectual property underlying and included in or with Kaytu, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our "Intellectual Property"), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property.

You may choose to, or we may invite you to submit, comments, feedback or ideas about Kaytu, including without limitation about how to improve Kaytu or our products ("Feedback"). By submitting any Feedback, you agree that Kaytu will own such Feedback, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

3. Developers

3.1 License to Our Developer Tools

Subject to your compliance with these Terms and our Developer Policy, available at kaytu.io/developer-policy, which is incorporated herein by reference, during the applicable Subscription Term, we grant to you a non-exclusive, non-transferable, non-sublicensable right and license to use Kaytu, our APIs and related tools and documentation in order to develop, test, and support your applications that integrate with our Service (your "Applications").

3.2 License to Your Applications

You hereby grant to us a non-exclusive, worldwide, sublicensable, transferable, perpetual, irrevocable (except upon ten (10) days’ advance written notice to us if you remove your Application from the Kaytu Marketplace available at kaytu.io/marketplace ("Kaytu Marketplace")), and royalty-free right and license, under all of your intellectual property rights, to: (i) use, reproduce, publicly perform, publicly display, distribute, and modify (solely to ensure compatibility with our Service) your Applications, as well as to use your and your Applications’ names and logos for our business purposes related to your Applications, including for purposes of marketing, demonstrating, and answering inquiries about your Applications; and (ii) link to and direct audiences to your Application from our Service, including in the Kaytu Marketplace.

3.3 Responsibility for Your Applications

You are solely responsible for all maintenance and support for your Applications, and you will ensure that your Applications comply with all applicable laws and regulations, including applicable privacy, data security, advertising, and marketing laws and regulations, and with all technical and compatibility requirements provided in our documentation. We disclaim all responsibility and liability related to your Applications. You must make any use of your Applications by third parties (including without limitation other Kaytu users) subject to a privacy policy that is conspicuously-posted within your Applications. Your Application’s privacy policy, and terms and conditions governing your Application, must comply with applicable law and accurately and plainly describe your and our collection, use, storage, and sharing of such users’ personal and confidential data in connection with your Applications and our Service. For clarity, you will retain ownership of your Applications, subject to our rights in our APIs and our Service. We reserve the right to audit your Applications to determine whether they violate these Terms.

4. Charges and Payment

4.1 Subscription Plans

We may offer plans that you can sign up for that allow you to use certain aspects of Kaytu, either for free or for a fee (a "Subscription Plan"). We may change Subscription Plans by offering new services for additional fees and charges and adding or amending fees and charges for existing Subscription Plans in our sole discretion. Any change to a Subscription Plan’s pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in these Terms. Subscription Plans may set allotments for use of designated Service aspects. Use of Service aspects in excess of a Subscription Plan’s designated allotment may result in (additional) fees, as specified in the plan, and such fees will be included in a true-up invoice or charged automatically via the payment method associated with your Kaytu Account ("Payment Method").

4.2 Billing and Payment

For any paid Subscription Plan, you agree to make payments, and we may automatically charge your Payment Method, as described below, for so long as your Kaytu Account remains active. Subscription Plans may be offered for a set subscription period (each such period, a "Subscription Term"). If you elect to use a paid Subscription Plan, you agree to the pricing and payment terms specified at checkout, at kaytu.io/pricing, as otherwise posted or communicated to you, as we may update them from time to time. You must provide Kaytu with a current, valid, accepted Payment Method. When you initiate a purchase transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and to charge your Payment Method, in United States dollars, for the type of transaction you have selected (plus any applicable taxes and other charges) and any applicable recurring charges as described below. You will pay applicable taxes, if any, relating to any such transaction and are also responsible for any payment-related fees such as wire transfer fees, credit card processing fees, and foreign transaction fees. We currently use Stripe as our third party service provider for payment services, and by using Kaytu you agree to be bound by Stripe’s Services Agreement, available at stripe.com/us/legal. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to us. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms.

4.3 Renewals

Your subscription continues until canceled by you or we terminate your access to or use of Kaytu in accordance with these Terms. All Subscription Plans will automatically renew until canceled by you for renewal terms equal in length to the original Subscription Term. If you do not want a Subscription Plan to renew, you must cancel it at least thirty (30) days before the end of the Subscription Term by providing written notice to us of such cancellation (including by email to [email protected] or via your account settings page on your Kaytu Account). If you purchase a Subscription Plan, we (or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your subscription, using the payment information you have provided, until you cancel your subscription. By agreeing to these Terms and electing to purchase a Subscription Plan, you acknowledge that your Subscription Plan has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or us.

4.4 Cancellations

If we terminate your Subscription Plan, except in the event of your breach or failure to pay fees when due, we will grant you a prorated refund for the remaining unused portion of your Subscription Term. You are not entitled to a refund for any Subscription Plan that you cancel. If you cancel or terminate your Subscription Plan, your right to use Kaytu will continue until the end of your then-current Subscription Term and then terminate without further charges.

4.5 Late Payments

Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection).

5. Additional Terms for Mobile Applications

5.1 Mobile Applications

We may make available software to access our Service via a compatible mobile device ("Mobile Applications"). You may incur mobile data charges from your wireless provider in connection with the Mobile Applications, and you agree that you are solely responsible for any such charges. We grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for your Kaytu Account on one or more mobile devices owned or leased solely by you, solely in accordance with these Terms. You acknowledge that we may from time to time issue upgraded versions of the Mobile Applications, and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof. We or our third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void.

5.2 App Store Terms

If you acquire any Mobile Applications from any third-party app store: (i) you acknowledge that these Terms are between you and us only, and not with such third party; (ii) your use of such Mobile Applications must comply with such third party’s then-current app store terms and conditions; (iii) such third party is only a provider of the app store where you obtained such Mobile Applications; (iv) we, and not such third party, are solely responsible for our Mobile Applications; (v) such third-party has no obligation or liability to you with respect to such Mobile Applications or these Terms; and (vi) you acknowledge and agree that such third-party is a third-party beneficiary to these Terms as it relates to such Mobile Applications.

6. Privacy

We care about the privacy of our users. By using Kaytu you acknowledge that we may collect, use, and disclose your personal information and aggregate and/or anonymized data as set forth in our Privacy Policy, available at kaytu.io/privacy, and acknowledge that you may have your personal information collected, used, transferred to and processed in the United States. If your use of the Service requires us to process any personal data or personal information, as these terms are defined in and in accordance with applicable privacy laws or regulations, we will do so at all times in accordance with our Data Processing Addendum (our "DPA"), which you may access and sign here. Once executed, the DPA will be incorporated into these Terms by reference.

7. Security

We have implemented commercially reasonable technical and organizational measures designed to secure Your Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Your Content for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide Your Content at your own risk. You can learn more about our security practices at kaytu.io/security.

8. DMCA Notice

We respect artist and content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA").

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:

An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

Identification of the copyrighted work that you claim has been infringed;

Identification of the material that is claimed to be infringing and where it is located on the Service;

Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to our DMCA Agent using the following contact information:

Kaytu, Inc. (Attn: DMCA Agent)

Address: 5940 S Rainbow Blvd Ste 400 Las Vegas, Nevada, 89118-2507 USA

Email: [email protected]

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that the preceding requirements do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to Kaytu and/or terminate the Kaytu Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

9. Third-Party Services and Marketplace Applications

OUR SERVICE MAY CONTAIN LINKS TO THIRD-PARTY MATERIALS THAT ARE NOT OWNED OR CONTROLLED BY US, WE MAY REFER YOU TO CERTAIN THIRD PARTIES WHO PROVIDE INDEPENDENT SERVICES RELATING TO OR SUPPORTING YOUR USE OF OUR SERVICE, AND CERTAIN FUNCTIONALITY OF OUR SERVICE MAY REQUIRE YOUR USE OF, OR MAY BE COMPATIBLE WITH, THIRD-PARTY SERVICES, SITES, INFORMATION, MATERIALS, PRODUCTS, APPLICATIONS (INCLUDING APPLICATIONS FROM THE KEIBI MARKETPLACE), OR SERVICES (EACH, A "THIRD-PARTY SERVICE"). IF YOU USE A THIRD-PARTY SERVICE, YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY’S TERMS OF SERVICE (OR OTHER APPLICABLE TERMS AND CONDITIONS) AND PRIVACY POLICY MADE AVAILABLE BY OR VIA THE THIRD-PARTY SERVICE. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SERVICE (EVEN WHERE WE PERFORM A REVIEW OF THE FUNCTIONALITY OR SECURITY OF SUCH A THIRD-PARTY SERVICE, SUCH AS AN APPLICATION DEVELOPED BY A THIRD-PARTY AND MADE AVAILABLE THROUGH THE KEIBI MARKETPLACE). IF YOU ACCESS A THIRD-PARTY SERVICE FROM OR WITH KEIBI OR SHARE YOUR CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY POLICY DO NOT APPLY TO YOUR USE OF SUCH SERVICES. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE.

10. Indemnity

You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at our request), indemnify, and hold the Kaytu Parties harmless from and against any claims, liabilities, obligations, damages, losses, costs or debt, and expenses , including without limitation, attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf):

(i)

Your Content, including without limitation any misleading, false, or inaccurate information in Your Content; or

(ii)

Your access to or use of the Service; or

(iii)

your breach or alleged breach of these Terms; or

(iv)

your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right; or

(v)

your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or

(vi)

any misrepresentation made by you; or

(vii)

Your Content, including without limitation any misleading, false, or inaccurate information in Your Content; or

(viii)

your willful misconduct; or

(ix)

any third party’s access to or use of Kaytu with your username(s), password(s) or other security code(s).

You will cooperate as fully required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent. Notwithstanding the foregoing, you agree that the cost of any such defense will be at your sole and exclusive expense.

11. No Warranty

THE SERVICE, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, CONTRACTORS, SUPPLIERS, LICENSORS, OR AGENTS (COLLECTIVELY, THE "KEIBI PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICE. IN ADDITION, THE KEIBI PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

THE KEIBI PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES AND SECURITY BREACHES OF ANY KIND. THE KEIBI  PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE KEIBI PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE KEIBI PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

THE KEIBI PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY, OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICE; AND/OR (VII) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THE KEIBI PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY, OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. Confidentiality

13.1 Confidential Information

From time to time, either party to these Terms (the "Disclosing Party") may disclose or make available to the other (the "Receiving Party") non-public, proprietary, or confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this confidentiality section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party's possession prior to the Disclosing Party's disclosure thereof; or (iv) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information.

13.2 Protection and Use of Confidential Information

The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially-reasonable degree of care; (ii) only use the Disclosing Party's Confidential Information, and only permit it to be accessed or used, for the purpose of exercising its rights or performing its obligations under these Terms, for the purpose of exploring a business relationship (or changes to the business relationship) between the parties, or for any other purpose consistent with the Privacy Policy; and (iii) not disclose any of the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party's service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.

13.3 Compelled Access or Disclosure

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially-reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party's sole cost and expense, a protective order or other remedy.

13.4 Injunctive Relief

Each of the parties to these Terms acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.

14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

14.1 Governing Law

You agree that: (i) we will be deemed solely based in Nevada; and (ii) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Nevada. These Terms will be governed by the internal substantive laws of the State of Nevada, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Las Vegas, Nevada for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Las Vegas, Nevada is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

14.2 Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. For any dispute with us, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute we have with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Las Vegas, Nevada, unless you and we agree otherwise. If you are using Kaytu for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using Kaytu for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. NOTHING IN THIS SECTION WILL BE DEEMED AS PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS.

14.3 Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

15. U.S. Government Restricted Rights

If Kaytu is being used by the U.S. Government, Kaytu is commercial computer software and documentation developed exclusively at private expense, and (i) if acquired by or on behalf of a civilian agency, will be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (ii) if acquired by or on behalf of units of the Department of Defense ("DOD") will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-3, DOD FAR Supplement and its successors.

16. Export Controls

You understand and acknowledge that Kaytu may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you, nor any person to which you make Kaytu available or that is acting on your behalf, or, if you are an Organization, any of your subsidiaries, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (i) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (ii) located within or a resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.

17. Publicity Rights

We may identify you as a Kaytu customer in our promotional materials. We will promptly stop doing so upon your request sent to [email protected].

18. General

18.1 Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

18.2 Notification Procedures and Changes to these Terms

We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms or our Privacy Policy. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of our Service effective as of the start of your access to or use of our Service, even if such access or use began before publication of these Terms. Your continued use of Kaytu after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to access) Kaytu.

18.3 Entire Agreement/Severability

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms, together with any amendments and any additional agreements you may enter into with us in connection with Kaytu, will constitute the entire agreement between you and us concerning Kaytu, superseding any prior agreements between you and us. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of Kaytu. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement will be unenforceable.

18.4 No Waiver

If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition.

18.5 California Residents

The provider of Kaytu is Kaytu, Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

18.6 Contact

If you have any questions about these Terms, please contact us at [email protected].

19. License Limitations

ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICE INCLUDING UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY OF OUR SITES OR SERVICE IS A VIOLATION OF OUR POLICY AND MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.

WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF YOU ARE, OR WE SUSPECT THAT YOU ARE, FAILING TO COMPLY WITH ANY TERMS OF SERVICE OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR ACCOUNT AND ANY USER CONTENT AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS, AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.

WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND, OR TERMINATE THE SERVICE AND USER ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR SERVICES AND SITES, AND THEIR CONTENT, AND TOOLS, DELAY OR REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

We reserve the right to stop offering and/or supporting the Service or a particular part of the Service at any time either permanently or temporarily. In such an event, we shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued elements of the Service.