PRIVATE BETA PROGRAM - TERMS AND CONDITIONS OF USE

1.1 "Beta Service" means the private, pre-release, invitation-only version of the KP-AI platform, the Beta Website, and all associated features, interfaces, analyses, and functionality made available under the Company’s private beta program (the "Beta Program").

1.2 "Uploaded Data" means any and all data, log files, telemetry, traces, documents, or other materials submitted, uploaded, or otherwise made available to the Beta Service by or on behalf of the User.

1.3 "Output" means any report, finding, score, grade, recommendation, analysis, or other result generated by the Beta Service, in whole or in part, from or in connection with Uploaded Data.

1.4 "Feedback" means any suggestion, comment, evaluation, idea, or other communication provided by the User relating to the Beta Service.

2.1 The Beta Service is provided solely as part of a private, invitation-only beta program for evaluation and feedback purposes. The Beta Service constitutes pre-release software and is not a commercial release.

2.2 The Company may, at its sole discretion and without notice or liability: (a) modify, suspend, limit, or discontinue the Beta Service, in whole or in part; (b) revoke, suspend, or restrict the User’s access; and (c) impose usage limits or technical restrictions.

2.3 Access credentials are personal to the User and are non-transferable. The User shall not permit any third party to access the Beta Service using the User’s credentials.

3.1 Sole discretion. The determination of whether to upload data, and the selection, scope, and content of all Uploaded Data, are made solely and exclusively at the User’s discretion and at the User’s own risk.

3.2 Sole responsibility; no Company responsibility for content. As between the parties, the User bears sole and exclusive responsibility for the Uploaded Data, including its content, accuracy, completeness, legality, and provenance. KP-AI assumes no responsibility or liability whatsoever with respect to the content of any Uploaded Data or any information contained therein, and shall have no obligation to review, screen, filter, verify, or monitor Uploaded Data.

3.3 Representations and warranties. The User represents and warrants that: (a) it holds all rights, titles, licenses, consents, and authorizations necessary to submit the Uploaded Data and to grant the licenses set forth in Section 5; (b) the Uploaded Data and its submission do not and will not violate any applicable law or regulation, contractual obligation, duty of confidentiality, or right of any third party, including intellectual property, privacy, and data protection rights; and (c) it has removed, redacted, or anonymized all personal data, special categories of data, credentials, secrets, and regulated or export-controlled information prior to upload, except where expressly authorized in writing by the Company.

4.1 All Output is generated automatically by experimental, pre-release technology and is provided for evaluation purposes only. Output may be inaccurate, incomplete, out of date, or otherwise unsuitable for the User’s purposes.

4.2 No responsibility for Output or its use. KP-AI assumes no responsibility or liability for the Output, for any use of, or reliance upon, the Output or any data or reports produced by the Beta Service, or for any decision made, action taken, or omission based thereon, by the User or by any third party to whom the User provides such Output.

4.3 Output does not constitute, and shall not be construed as, professional, legal, regulatory, compliance, audit, financial, or engineering advice. The Company makes no representation that use of the Beta Service or Output will satisfy any legal or regulatory requirement, including without limitation Regulation (EU) 2024/1689 (the EU AI Act) or Regulation (EU) 2016/679 (the GDPR).

5.1 The User retains all ownership rights in the Uploaded Data, subject to the licenses granted herein.

5.2 The User hereby grants to KP-AI a worldwide, non-exclusive, royalty-free, sublicensable (to its service providers) license to host, store, reproduce, process, transmit, and analyze the Uploaded Data for the purposes of operating the Beta Service and generating Output.

5.3 Training and improvement. The User acknowledges and agrees that KP-AI may use certain Uploaded Data, Output, and Feedback, in original, aggregated, or de-identified form, to test, evaluate, develop, improve, and train the Company’s platform, analytical engines, rulebooks, catalogs, and models, and that such use may continue after termination of the Beta Program with respect to aggregated or de-identified data.

5.4 The User grants KP-AI a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use and exploit all Feedback for any purpose, without restriction, attribution, or compensation.

The Beta Service, its features, performance data, documentation, and all non-public information made available in connection with the Beta Program constitute the Company’s confidential information. The User shall hold such information in strict confidence, use it solely for its internal evaluation of the Beta Service, and not disclose it to any third party without the Company’s prior written consent. This obligation survives termination of these Terms for a period of five (5) years.

The Beta Service, including all software, algorithms, models, rulebooks, catalogs, interfaces, documentation, and derivatives thereof, and all intellectual property rights therein, are and shall remain the sole and exclusive property of KP-AI Inc and its licensors. Except for the limited access right expressly granted in Section 2, no license or other right is granted to the User, whether by implication, estoppel, or otherwise.

The User shall not: (a) upload unlawful, infringing, or malicious content; (b) attempt to gain unauthorized access to the Beta Service or its systems; (c) reverse engineer, decompile, or disassemble any component of the Beta Service, except to the extent such restriction is prohibited by applicable law; (d) use the Beta Service to develop, or assist in the development of, a competing product or service, or for competitive benchmarking; or (e) interfere with or disrupt the integrity or performance of the Beta Service.

THE BETA SERVICE, THE BETA WEBSITE, AND ALL OUTPUT ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KP-AI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. THE USER’S USE OF THE BETA SERVICE IS AT THE USER’S SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL KP-AI INC OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE BETA SERVICE, THE UPLOADED DATA, OR THE OUTPUT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE AGGREGATE LIABILITY OF KP-AI INC ARISING OUT OF OR RELATING TO THESE TERMS OR THE BETA PROGRAM SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100). THE PARTIES ACKNOWLEDGE THAT THE BETA SERVICE IS PROVIDED FREE OF CHARGE AND THAT THIS SECTION REFLECTS AN AGREED ALLOCATION OF RISK.

The User shall defend, indemnify, and hold harmless KP-AI Inc and its officers, directors, employees, and agents from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Uploaded Data or any information contained therein; (b) the User’s use of the Beta Service or the Output; or (c) the User’s breach of these Terms, including of any representation or warranty herein.

These Terms commence upon the User’s first access to the Beta Service and continue until terminated. Either party may terminate at any time upon notice; the Company may additionally suspend or terminate access immediately and without notice. Upon termination, all access rights cease. Sections 3 through 7 and 9 through 14 survive any termination or expiration of these Terms.

13.1 Entire agreement. These Terms constitute the entire agreement between the parties with respect to the Beta Program and supersede all prior or contemporaneous understandings.

13.2 Amendment. The Company may amend these Terms by posting a revised version on the Beta Website; continued use after posting constitutes acceptance.

13.3 Severability; waiver. If any provision is held unenforceable, the remainder shall continue in full force. Failure to enforce any provision shall not constitute a waiver.

13.4 Assignment. The User may not assign these Terms without the Company’s prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

13.5 Independent contractors. Nothing herein creates any partnership, joint venture, agency, or employment relationship.

These Terms shall be governed by and construed in accordance with the laws of [the State of Delaware, United States], without regard to its conflict-of-laws rules. The state and federal courts located in that jurisdiction shall have exclusive jurisdiction over any dispute arising hereunder, and the parties consent to such venue. Legal notices shall be sent to hello@kp-ai.ai.