Terms of Service

Acceptance of These Terms of Service

These Terms of Service (as amended from time to time, these "Terms of Service") form a binding agreement between you and Keenable.ai, Inc. ("Keenable," "we," "us," or "our"). These Terms of Service govern your access to and use of (i) the website available at https://keenable.ai/ (together with any successor site, the "Site"), (ii) our publicly available application programming interfaces and related technologies and documentation (collectively, the "API"), (iii) all services, content, tools, features, updates, and functionalities offered on or through the Site and/or API (collectively, the "Service"). By downloading, installing, accessing, browsing, or otherwise using the Site, API, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not download, install, access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE AS AN INDIVIDUAL: PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST KEENABLE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Service Description: The Service is designed to provide an AI-powered web index, together with associated retrieval and access methods.

Your Privacy: At Keenable, we respect the privacy of our users. For more information, individual users should please see our Privacy Policy, located at https://keenable.ai/privacy (the "Privacy Policy") and, to the extent applicable, any other privacy agreements entered into between you and Keenable. By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Conditions of Access and Use

User Conduct: You are solely responsible for all content, code, information, data, text, messages, and other materials ("content") that you make available to Keenable, including by uploading, posting, publishing, or displaying (hereinafter, "upload(ing)") via the Service, or by otherwise making available to other users of the Service (collectively, "User Content").

The following are examples of the kinds of content and/or uses that are illegal or prohibited by Keenable. Keenable reserves the right to investigate and take appropriate legal action against anyone who, in Keenable's sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

• communicate, upload, or generate any content that (i) infringes any intellectual property or other proprietary rights of any party (including, without limitation, any rights of privacy); (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable; (vii) is intended to misinform, misrepresent, or mislead; or (viii) in the sole judgment of Keenable, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Keenable or its users to any harm or liability of any type.
• make automated decisions in domains that affect consequential decisions, or individual rights or well-being (e.g., financial, legal, employment, medical/healthcare, education, housing, insurance, social welfare).
• interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service.
• violate any applicable local, state, national, or international law, or any regulations having the force of law.
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• solicit personal information from anyone under the age of 18.
• harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
• advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized.
• further or promote any criminal activity or enterprise or provide instructional information about illegal activities.
• obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service.
• circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks.
• engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.
• provide to any third party the results of any benchmark tests of the Service.

If you are blocked by Keenable from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Service Content: You acknowledge and agree that the Service may contain content, features and other materials provided by Keenable ("Service Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Keenable, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. For the avoidance of doubt, as between you and Keenable, Keenable owns and will at all times retain ownership of the Service Content.

User Content: You represent and warrant that you own all right, title and interest in and to your User Content, including all copyrights, trademarks and rights of privacy and publicity contained therein, and you have provided any required notices and obtained any required consents to upload, store, transmit, use, or otherwise process User Content via the Service in accordance with applicable laws. You hereby grant Keenable and Keenable Affiliates, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content (including any name, username, voice, image or likeness incorporated therein or otherwise provided by you), in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service, (b) to provide, develop and improve the Service and other offerings of Keenable and/or Keenable Affiliates and/or their partners, including, without limitation, AI Models (as defined below); (c) for the promotion, advertising or marketing of the foregoing; and (d) as otherwise set forth in our Privacy Policy. You also agree that Keenable may remove metadata associated with your User Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to the User Content uploaded to the Service. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content. You acknowledge and agree that Keenable may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Keenable, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

AI-Generated Output: You acknowledge and agree the Service is supported by various artificial intelligence ("AI") algorithms and models ("AI Models") and that certain content or other output (collectively, "AI Output") generated and returned by the Service may be generated using such AI Models and other third-party AI tools. You acknowledge and agree that there are numerous limitations that apply with respect to AI-generated AI Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information; (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in AI Output that is out of context or does not make sense; (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in AI Output that lacks the empathy and emotion that humans are able to convey; (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in AI Output that is discriminatory or offensive; (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making; (g) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated AI Output; and (h) AI-generated AI Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal. You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any content presented to you through the Service, including any reliance on the accuracy, completeness, or usefulness of any AI Output. You acknowledge and agree that you will not rely entirely on AI Output generated by the Service for making automated decisions without human review. Due to the nature of the Service and AI generally, AI Output may not be unique and other users may receive similar AI Output from our Service. For the avoidance of doubt, other users may also provide similar user input and receive the same or similar AI Output, and AI Outputs that are requested by and generated for other users are not owned by you.

Ownership of AI Output: As between you and Keenable, to the extent permitted by applicable law and in compliance with Keenable's legal, contractual and other obligations, you own the AI Output that you receive based on the User Content uploaded by you to the Service, and Keenable hereby assigns to you all its right, title, and interest, if any, in and to such AI Output. This assignment does not extend to other users' AI Output or any other AI Output that is based on or includes third party information, data, software, products or services.

Keenable API: As a part of the Service, Keenable may make available to you the API. Subject to your compliance with these Terms of Service, Keenable hereby grants you a non-exclusive, non-sublicensable, non-transferable license to (i) download and use the API solely to receive certain data, which may include AI Output ("API Output" and collectively with the AI Output, "Output"), and (ii) to use the API Output solely for your internal business purposes, but not (other than as permitted herein) for resale, sublicensing, or standalone distribution. If you identify any errors with respect to the access and use of the API and API Output, you must immediately notify Keenable. In addition to all other use restrictions set forth herein, you may not, nor may you assist any other person to: (a) install, download, distribute or otherwise use the API or the API Output for any purpose other than as expressly set forth in this Section; (b) use the API or the API Output for any illegal purposes; (c) except as expressly permitted herein, repackage the API Output in any exported or application programming interface form (including without limitation CSV, XML or JSON); (d) use the API or the API Output in any manner that competes with Keenable; (e) use the API or the API Output in any manner that violates the rights of any person, including but not limited to intellectual property rights, rights of privacy or rights of publicity; (f) copy, rent, lease, sell, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the API or API Output; or (g) distribute or otherwise disclose the API Output to any third parties on a standalone basis. Keenable reserves the right to limit the number and/or frequency of API requests in its sole discretion. You warrant and covenant that you will not attempt to circumvent any such limitations documented with the API.

Intellectual Property Rights

Trademarks: The Keenable name and logos are trademarks and service marks of Keenable (collectively the "Keenable Trademarks"). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Keenable. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Keenable Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Keenable Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Keenable or any Keenable Affiliate be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Keenable does not pre-screen content, but that Keenable and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service (including as incorporated into any Outputs). Without limiting the foregoing, Keenable and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Keenable, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

Usage Data: You hereby authorize and acknowledge that (unless as otherwise agreed to by us in writing), Keenable will have the right to collect and analyze data and other information relating to the access, use, and performance of the Service and related systems and technologies and derive statistical and usage data relating thereto ("Usage Data"), and Keenable will be free (during and after your use of the Service) to use Usage Data in de-identified or aggregated form to maintain, improve, train, finetune, and enhance Keenable's current and future products, services and technologies.

Feedback; Submissions: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service ("Submissions"), provided by you to Keenable or any Keenable Affiliate are non-confidential and Keenable and Keenable Affiliates will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

Access and Use of the Service

Your Registration Obligations: You may be required to register with Keenable, provide information about yourself (e.g., name and email address), and/or grant the Service certain permissions and authorizations through your device in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the express consent of your parent or guardian, and you agree to provide true, accurate, current, and complete information as requested by Keenable to confirm such express consent.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Keenable of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Keenable and its current and future affiliates (collectively, "Keenable Affiliates") will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Keenable reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Keenable and Keenable Affiliates will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Keenable may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Keenable's or its third-party service providers' servers on your behalf. You agree that Keenable has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Keenable reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Keenable reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Competitors: No employee, independent contractor, agent, or affiliate of any competing company developing and/or providing an AI-powered web index, together with associated retrieval and access methods, and/or related support and services is permitted to view, access, or use any portion of the Service without express written permission from Keenable. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Keenable or any Keenable Affiliate, or acting on behalf of a competitor of Keenable or any Keenable Affiliate in using or accessing the Service.

Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Keenable that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Keenable or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Keenable the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service, as applicable. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Keenable (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Keenable know within sixty (60) days after the date that Keenable charges you, or within such longer period of time as may be required under applicable law. We reserve the right to change Keenable's prices. If Keenable does change prices, Keenable will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Keenable's option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Keenable's net income.

Payment Processing: Notwithstanding any amounts owed to Keenable hereunder, KEENABLE DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates ("Stripe") and/or other third-party payment processors (collectively with Stripe, "Payment Processors"). These payment processing services are provided by the Payment Processors and are subject to the terms and conditions and other policies available at https://stripe.com/legal and Stripe's Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements") or the applicable Payment Processor's terms and conditions, privacy policy, and all other relevant agreements (collectively, with the Stripe Agreements, the "Payment Processor Agreements"). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Keenable assumes no liability or responsibility for any payments you make through the Service.

Refunds and Cancellations: Payments made by you hereunder are final and non-refundable, unless otherwise determined by Keenable. You may cancel your subscription by emailing support@keenable.ai.

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes. The Service is for your personal use only.

Application Services and Software

Mobile Services: The Service may include certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, and (ii) the ability to browse the Service and the Site from a mobile device (collectively, the "Mobile Services"). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Telephonic Communications Services: By using the Service and providing us with your telephone number(s), you are consenting to be contacted by Keenable or Keenable Affiliates or their partners by telephone (including on a recorded line), automated calling, automated telephone dialing system calling, automated system calling, artificial voice or pre-recorded calling, text message, SMS and/or MMS message, fax, or other telephonic or electronic means for marketing, solicitation, informational or other purposes, even if your telephone number(s) is registered on the National Do Not Call List, a state Do Not Call List, or the internal Do Not Call List of Keenable or Keenable Affiliates or their partners. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts or other telephonic communications. You do not have to consent to receive calls or text messages from Keenable or Keenable Affiliates or their partners for marketing or solicitation purposes to purchase Keenable's products or services. In the event you no longer wish to receive such calls, text messages or other telephonic communications, you agree to notify Keenable or Keenable Affiliates or their partners, as applicable, directly. In the event you change or deactivate your telephone number, you agree to promptly update your Keenable account information to ensure that your messages are not sent to a person that acquires your old telephone number.

There is no additional charge for telephonic communications, but your carrier's standard message and data rates apply to any calls, text messages, SMS or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.

By reply to any text, SMS or MMS message you receive from us, you may text "STOP" to cancel or "HELP" for customer support information. If you choose to cancel text, SMS or MMS messages from us, you agree to receive a final message from us confirming your cancellation.

Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Keenable, Keenable Affiliates, and their licensors (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Keenable.

Special Notice for International Use; Export Controls: Keenable is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Services is at your sole risk.

Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which will be made available in the software itself, related documentation or another reasonable means (e.g., settings, help, legal, notices, about menus, source files or the like). If required by any license for particular open source software, Keenable makes such open source software, and Keenable's modifications to that open source software (if any), available by written request to support@keenable.ai. Copyrights to the open source software are held by the respective copyright holders indicated therein.

Third-Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the "Third-Party Services"). Additionally, you may enable or log in to the Service via various online Third-Party Services, such as Google or GitHub. Your access to and use of the Third-Party Services (including via the Service) may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Keenable has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Keenable or any Keenable Affiliate, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Keenable enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Keenable and Keenable Affiliates will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Keenable and Keenable Affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "Keenable Parties"), from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Keenable will provide notice to you of any such claim, suit, or proceeding. Keenable reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Keenable's defense of such matter. You may not settle or compromise any claim against the Keenable Parties without Keenable's written consent.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE KEENABLE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE KEENABLE PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE (INCLUDING OUTPUT) WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE (INCLUDING OUTPUT) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE PRODUCED, GENERATED, OR OTHERWISE OBTAINED FROM THE USE OF THE SERVICE (INCLUDING OUTPUT) WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OUTPUT, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

THE SERVICE MAY PROVIDE OR GENERATE OUTPUT THAT IS OFFENSIVE AND DOES NOT REFLECT KEENABLE'S VIEWS. YOU ACKNOWLEDGE THAT OUTPUT GENERATED OR PRODUCED BY THE SERVICE DOES NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL AND YOU MUST NOT RELY ON THE SERVICE OR OUTPUT FOR PROFESSIONAL ADVICE OR COUNSEL. ANY OUTPUT REGARDING THOSE TOPICS IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE KEENABLE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE KEENABLE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, OUTPUT, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR ANY DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE KEENABLE PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID KEENABLE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "INDEMNIFICATION", "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH KEENABLE WHERE YOU GET TO USE TRIAL AND/OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, "TRIAL PRODUCTS") OFFERED BY KEENABLE. THE TRIAL PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED "AS IS". KEENABLE DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO ANY TRIAL PRODUCTS. EITHER YOU OR KEENABLE MAY TERMINATE YOUR ACCESS TO TRIAL PRODUCTS AT ANY TIME.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

FOR USERS ENTERING INTO THESE TERMS OF SERVICE AS INDIVIDUALS:

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Keenable, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Keenable are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND KEENABLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND KEENABLE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution

Keenable is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at support@keenable.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Keenable should be sent to Keenable.ai, Inc., Attn: Legal, 215 Verano Drive Unit B, Los Altos, CA 94022, US (the "Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Keenable and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Keenable may commence an arbitration proceeding. During the arbitration, the amount of any settlement offers made by Keenable or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Keenable is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Keenable and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Keenable agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Keenable or you under the AAA Rules, Keenable and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Keenable will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Keenable will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Keenable agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Keenable written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

FOR USERS ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF AN ENTITY:

You and Keenable intend that these Terms of Service are to be construed and enforced in accordance with the laws of the State of California without regard to any conflict-of-law or choice-of-law rules, and that the rule of construction that provides that a document is construed against the maker thereof be inapplicable in the construction of any of the terms of these Terms of Service. Any dispute, claim, or controversy arising out of or relating in any way to these Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined through confidential binding arbitration in Los Angeles County, California before one arbitrator. The confidential binding arbitration shall be administered by AAA pursuant to its Commercial Arbitration Rules, and you and Keenable shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing. Judgment on the award may be entered in any court having jurisdiction.

Termination

You agree that Keenable, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Keenable believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Keenable may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Keenable may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Keenable and Keenable Affiliates will not be liable to you or any third party for any termination of your access to the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Keenable and Keenable Affiliates will have no liability or responsibility with respect thereto. Keenable reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Keenable governing your access and use of the Service, and supersede any prior agreements between you and Keenable with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Keenable submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles County, California. The failure of Keenable to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Keenable, but Keenable may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Keenable will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Keenable's reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Keenable.ai, Inc., Attn: Legal, 215 Verano Drive Unit B, Los Altos, CA 94022, US, or by email at support@keenable.ai.

U.S. Government Restricted Rights

The Service is made available to the U.S. government with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Questions? Concerns? Suggestions?

Please contact us at support@keenable.ai to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.