Kai General Terms and Conditions

The Kai General Terms and Conditions contain the core legal terms that apply to our customers’ use of our products and services. If you purchase our services, you will execute a statement of work which will contain the key commercial terms of the service that we will provide to you. Together, these documents form the contact between you, as our customer, and us.

We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using our services, you are agreeing to these terms and conditions. We may update these terms from time to time to ensure that they are kept up-to-date and that we are in compliance with all applicable laws. If you have an active Kai subscription, we will let you know when we update the terms via email.

1. Definitions

“AI Products” has the meaning given to such term in Paragraph 5.1;

“AI Service Providers” has the meaning given in Paragraph 5.2;

“Authorized Payment Method” is as set out in the applicable SOW;

“Confidential Information” means all confidential information disclosed by a party and its affiliates (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party’s customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of the Subscription Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under the Subscription Agreement regardless of whether or not it is designated as confidential;

“Core Service(s)” has the meaning given to such term in the applicable SOW;

“Current Term” has the meaning given to such term in Paragraph 3.1;

“Customer Data” means all information that the Subscriber submits or collects via the Subscription Service;

“Customer Materials” means all materials that the Subscriber provides or posts, uploads, inputs or submits for public display through the Subscription Services;

“Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of or relating to the Subscription Agreement or the provision of the Subscription Services, including a dispute regarding the validity, invalidity, existence, interpretation, performance, breach or termination of the Subscription Agreement or the consequence of its nullity and also including any dispute relating to non-contractual rights or obligations arising out of, relating to, or having any connection with the Subscription Agreement or the provision of the Subscription Services;

“General T&Cs” means the Kai General Terms and Conditions;

“Initial Term” means the initial term of the applicable Subscription Agreement as defined in the applicable SOW;

“Input” has the meaning given to such term in Paragraph 5.1;

“Kai” has the meaning given to such term in the applicable SOW;

“Kai Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that the Service Provider incorporates into the Subscription Services;

“Output” has the meaning given to such term in Paragraph 5.1;

“Renewal Term” has the meaning given to such term in Paragraph 3.1;

“SOW” means the statement of work executed by the Subscriber and Service Provider;

“Service provider” means Taylor Trips Pte. Ltd.;

“Subscriber” means a customer who has executed a SOW and who has an active subscription to the Subscription Services;

“Subscription Agreement” means, collectively, the General T&Cs and the applicable SOW(s);

“Subscription Service(s)” has the meaning given to such term in Paragraph 2;

“Term” means the Initial Term and each Renewal Term.

2. Services

2.1 During the Term, the Service Provider agrees to provide the Subscriber with access to Kai, the Core Services and the Additional Features (if applicable) (collectively, the “Subscription Services”), as more particularly described in the applicable SOW. The Service Provider may provide some or all elements of the Subscription Service through third party service providers.

2.2 If the Subscriber receives a free trial, the Service Provider will make the applicable Subscription Service available to the Subscriber on a trial basis free of charge until the earlier of: (i) the end of the free trial period (if not terminated earlier); or (ii) the start date of the paid subscription. Unless the Subscriber purchases a subscription to the applicable Subscription Service before the end of the free trial, all of the Subscriber’s data in the Subscription Service may be permanently deleted at the end of the trial. The provisions set out in Paragraphs 1, 2, 5, 6, 7, 8, 0, 9.6, 11, 12 and 13 shall apply to the Subscriber for the duration of the free trial.

3. Term and Termination

3.1 The Initial Term shall be as set out in the SOW. The Initial Term shall automatically renew for successive one-year terms thereafter (each a “Renewal Term”), unless terminated in accordance with Paragraphs 3.2 or 3.3. The “Current Term” is the then-current committed period of Subscription Services, as either an Initial Term or Renewal Term.

3.2 The Initial Term and each subsequent Renewal Term may be terminated by either the Service Provider or the Subscriber on sixty (60) days’ notice prior to the end of such Initial Term or Renewal Term (as applicable).

3.3 Either party may terminate the Subscription Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. The Service Provider may terminate the Agreement immediately if the Service Provider determines that the Subscriber is acting, or has acted, in a way that has or may negatively reflect on or affect the Service Provider, its prospects, or its customers.

3.4 Other than as set out in Paragraphs 3.2 or 3.3, the Subscription Agreement may not otherwise be terminated prior to the end of the Subscriber’s Current Term. Upon termination or expiration of the Subscription Agreement: (i) the Subscriber will stop all use of the Subscription Services; and (ii) the Subscriber shall promptly pay the Service Provider all accrued and unpaid fees due and payable.

4. Fees

4.1 The Subscription Fees shall be payable in accordance with the applicable SOW. The Subscription Fees will remain fixed during the Current Term of the Subscriber’s subscription unless: (i) the Subscriber upgrades the products or base features; (ii) the Subscriber requests any Additional Features; (iii) the SOW states otherwise. No later than 30 days prior to the end of the Initial Term or the relevant Renewal Term (as applicable), the Service Provider may propose an increase to the Subscriber’s Subscription Fees, any such increase which shall be discussed in good faith between the Service Provider and the Subscriber. For the avoidance of doubt, all fees paid by the Subscriber under the Subscription Agreement are non-refundable. This includes, but is not limited to, subscription fees, setup fees, and any other charges paid by the Subscriber for the Subscription Services.

4.2 If the Subscriber is paying by credit or debit card, the Subscriber authorizes the Service Provider to charge the Subscriber’s Authorized Payment Method for all fees payable during the Subscription Term. The Subscriber further authorizes the Service Provider to use a third party to process payments, and consents to the disclosure of the Subscriber’s payment information to such third party. In the event of a failed attempt to charge the Subscriber’s Authorized Payment Method (for example, if the Authorized Payment Method has expired or is no longer valid), the Service Provider reserves the right, and the Subscriber authorizes the Service Provider, to retry billing the Authorized Payment Method. If the Subscriber updates the Authorized Payment Method to remedy a change in validity or expiration date, the Service Provider will automatically resume billing. The Service Provider may suspend the Subscriber’s access if unable to successfully charge a valid Authorized Payment Method.

4.3 All fees are exclusive of taxes, which the Service Provider will charge as applicable. The Subscriber agrees to pay any taxes applicable to the Subscriber’s use of the Subscription Services.

5. Input and Output

5.1 The Subscriber acknowledges that the products, features, or tools that are provided as part of the Subscription Services may be powered by artificial intelligence, machine learning, or similar technologies (collectively, “AI Products”). The Subscriber is responsible for any text, images, or other content uploaded or submitted by the Subscriber to the AI Products (“Input”) as well as the text, images, or other content generated by the AI Products based on the Subscriber’s Input (“Output”). The Subscriber will ensure that the Subscriber’s use of the AI Products, including Input and Output, complies with the Subscription Agreement and with all applicable laws. The Subscriber acknowledges that, (i) other than Customer Data, Input will not be treated as Confidential information, therefore, the Subscriber should not include any data or information in the Input that the Subscriber is restricted from using or sharing (for example, third party confidential information); (ii) Output will not be Confidential Information; and (iii) Output may not be accurate or reliable.

5.2 The Service Provider provides some elements of the AI Products through third party service providers and API providers (“AI Service Providers”). The Subscriber acknowledges that the Subscriber’s Input and Output will be shared with and processed by the Service Provider’s AI Service Providers, to enable the Subscriber’s use of the Service Providers AI Products, for content moderation, and other business purposes consistent with this Subscription Agreement.

5.3 The Subscriber agrees that it may not use the AI Products in a manner that violates any terms or policy of any AI Service Provider.

6. Acceptable Use

6.1 The Subscriber will not use the Subscription Services for any purpose or in any manner that is unlawful or prohibited by this Subscription Agreement. The Subscriber will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services or any software, documentation or data related to the Subscription Services; (ii) modify, translate, or create derivative works based on the Subscription Services (except to the extent expressly permitted by the Service Provider); (iii) or remove any proprietary notices or labels.

6.2 The Subscriber may not use the Subscription Services if the Subscriber is legally prohibited from receiving or using the Subscription Service under the laws of the country in which the Subscriber is resident or from which the Subscriber accesses or uses the Subscription Services. The Subscriber may not use the Subscription Service in a way that would violate local or industry-specific regulations.

7. Suspension

7.1 The Service Provider may suspend any user’s access to any or all Subscription Services without notice for:

7.1.1 use of the Subscription Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of the Subscription Agreement; and/or

7.1.2 repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

7.2 The Service Provider may, without notice, review and delete any Customer Data or Customer Materials that the Service Provider determines in good faith violate the Subscription Agreement, provided that, for the avoidance of doubt, the Service Provider has no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit the Customer Data or Customer Materials.

7.3 The Service Provider will provide the Subscriber with notice of non-payment of any amount due. Unless the full amount has been paid, the Service Provider may suspend the Subscriber’s access to any or all of the Subscription Services ten (10) days after such notice. If a Subscription Service is suspended for non-payment, the Service Provider may charge a re-activation fee to reinstate the Subscription Service.

7.4 If the Subscriber’s website, or use of, the Subscription Service:

7.4.1 is being subjected to denial of service attacks or other disruptive activity;

7.4.2 is being used to engage in denial of service attacks or other disruptive activity;

7.4.3 is creating a security vulnerability for the Subscription Service or others;

7.4.4 is consuming excessive bandwidth or storage; or

7.4.5 is causing harm to us or others, then the Service Provider may, with electronic or telephonic notice to the Subscriber, suspend all or any access to the Subscription Service.

7.5 The Service Provider will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits the Service Provider’s right to terminate for cause as outlined above, if the Service Provider determines that the Subscriber is acting, or has acted, in a way that has or may negatively reflect on or affect the Service Provider, our prospects, or our customers.

8. Ownership and Rights

8.1 The Subscriber retains all rights that the Subscriber may have to use and exploit the Subscriber’s Output and the Service Provider retains all ownership in and to the AI Products (as applicable), including but not limited to all algorithms or models and aggregated results of developing the AI Products. Therefore, the Subscriber can use the Output for any lawful purpose, including commercial purposes such as sale or publication, in accordance with the Subscription Agreement. The Subscriber acknowledges that Output may not be unique across users and that the AI Products may generate the same or similar Output for the Subscriber and another third party. For example, the Subscriber may provide Input into an AI Product such as “What color is the sky?” and receive responses such as “The sky is blue.” Any such generic response is not unique to the Subscriber and the Subscriber may not claim ownership in them.

8.2 This is an agreement for access to and use of the Subscription Service, and the Subscriber is not granted a license to any software by this Subscription Agreement. The Service Provider retains all intellectual property rights to the Kai Content, the AI Products (as applicable), the Subscription Service, and any other products or services provided under the Subscription Agreement. The Subscriber agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the Kai Content, the AI Products (as applicable) or the Subscription Service in whole or in part, by any means, except as expressly authorized in writing by the Service Provider. The Service Provider encourages active feedback from customers in order to improve its services. The Subscriber agrees that any such feedback, if provided, will be non-confidential and that the Service Provider shall own all rights to use and incorporate it into the Subscription Service, without payment or attribution to any Subscriber.

9. Data Protection

9.1 Each of the Service Provider and the Subscriber agree to comply with all applicable data protection laws in relation to any personal data handled by it (including obtaining any consent required by such applicable laws).

9.2 The Subscriber owns and retains all rights to the Customer Data and Customer Materials. The Subscription Agreement does not grant the Service Provider any ownership rights to the Customer Materials or Customer Data. The Subscriber grants permission to the Service Provider and its licensors to use the Customer Data and Customer Materials to provide the Subscription Service to the Subscriber and as otherwise permitted by the Subscription Agreement. If the Subscriber is using the Subscription Service on behalf of another party, then the Subscriber represents and warrants that it has all sufficient and necessary rights and permissions to do so.

9.3 The Service Provider will not use Customer Data to contact any individual or company except as the Subscriber directs or otherwise permits, or as is permitted by the Service Agreement. The Service Provider will use Customer Data and Customer Materials only in order to provide the Subscription Service to the Subscriber and only as permitted by applicable law and the Subscription Agreement.

9.4 The Service Provider may collect information about the Subscriber and any users of the Subscription Service when such persons interact with the Subscription Service.

9.5 The Service Provider may use Customer Data and Customer Materials for machine learning to support and develop features and functionality within the Subscription Service and similar products and services. The Subscriber instructs the Service Provider to use Customer Data for such purposes. The Subscriber may opt-out of having Customer Data used for machine learning by emailing the Service Provider at hello@hellokai.ai

9.6 For more information on these practices, please see our Privacy Policy, which can be located at https://www.hellokai.ai/privacy-policy.

10. Liability

10.1 The Subscriber agrees to indemnify, defend, and hold harmless the Service Provider from and against any third-party claims or actions resulting from the Subscriber’s gross negligence, willful misconduct, or use of the Subscription Services in violation of applicable laws or regulations.

10.2 To the maximum extent permitted by applicable law, in no event shall either party be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to, loss of profits, revenue, data, or use.

10.3 The total aggregate liability of the Service Provider arising out of or related to the Subscription Agreement shall not exceed the total amount paid or payable by the Subscriber to the Service Provider under this Subscription Agreement during the twelve (12) months preceding the incident giving rise to the liability.

10.4 The exclusions and limitations of liability in Paragraphs 10.1 and 10.3 shall not apply to:

10.4.1 liability resulting from a party’s gross negligence or willful misconduct;

10.4.2 liability for death or personal injury caused by a party’s negligence;

10.4.3 a party’s indemnification obligations; and

10.4.4 breaches of confidentiality or data privacy obligations.

11. Confidentiality

11.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Subscription Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by the Service Provider to provide some or all elements of the Subscription Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

11.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.

11.3 The Subscriber grants the Service Provider the right to add the Subscriber’s name and company logo, for case studies for marketing purposes, on the Service Provider’s website, and on social media platforms such as LinkedIn. Furthermore, aggregated and anonymized success metrics from the Subscription Services may be used to develop case studies, provided that no Confidential Information is disclosed.

12. Governing Law and Dispute Resolution

12.1 The validity and interpretation of the Subscription Agreement shall be governed by the laws of Singapore.

12.2 In the event of a Dispute, the Subscriber and the Service Provider shall first attempt to resolve any such Dispute through good faith negotiations for a period of sixty (60) days.

12.3 If the Dispute is not resolved within such sixty (60) day period, it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force. There shall be one arbitrator appointed by the president of SIAC in accordance with the SIAC Rules. The seat, or legal place, of arbitration shall be Singapore. The language used in the arbitral proceedings shall be English only. This arbitration clause shall be governed by the laws of Singapore.

13. Miscellaneous

13.1 Neither the Service Provider nor the Subscriber shall be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil disturbance, governmental actions, labor disputes, or natural disasters.

13.2 The Subscription Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

13.3 If any provision of the Subscription Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Subscription Agreement, which shall remain in full force and effect. Where relevant, the parties shall use their reasonable endeavors to find a new stipulation resembling the invalid one in its commercial consequence as much as possible.

13.4 Neither the Service Provider nor the Subscriber may assign or transfer any of its rights or obligations hereunder, without the prior written consent of the other, provided that the Service Provider may assign or transfer its rights or obligations to any affiliate.