Terms of Service

Welcome to kapa.ai. These Terms of Service (“Terms”) govern your use of kapa.ai Inc.’s (“kapa”) website, products, and services (the “Services”). Please read them carefully. They contain important information about your rights and obligations, including a mandatory arbitration clause and class action waiver in Section 13.

Who These Terms Apply To

These Terms apply to you differently depending on how you interact with kapa. We have four categories of users: Casual Visitors, External Users, Internal Users (where your employer has licensed kapa under an Enterprise Agreement), and Subscribers (which includes Authorized Users accessing the Services through a Subscriber entity’s account). The table below gives you a quick overview; full details are in the Sections that follow.

The table above is provided for convenience and illustrative purposes only and does not constitute operative contractual language. In the event of any conflict or inconsistency between the table and the operative provisions of these Terms, the operative provisions shall control.

Section 1: The kapa Services

1.1 What kapa Does.

kapa is an AI-powered question-and-answer platform. When you submit a question, kapa searches and synthesizes information from relevant sources and generates a response. The sources available to you depend on your user type:

•  Casual Visitors : no access to kapa.

•  External Users: kapa searches publicly available documentation provided by businesses that license kapa, together with other publicly available sources (such as public developer forums and third-party websites).

•  Internal Users: kapa also searches your employer’s internal documentation and knowledge bases, in addition to public sources.

•  Subscribers and Authorized Users: kapa searches the Subscriber’s internal documentation and knowledge bases, in addition to public sources.

1.2 Not Professional Advice.  Nothing kapa provides constitutes legal, financial, medical, or other professional advice. If you need professional advice, consult a qualified professional.

1.3 Changes to the Services.  kapa may change, update, suspend, or discontinue any part of the Services at any time. We will try to provide reasonable advance notice of material changes.

Section 2: How You Access the Services

2.1 Casual Visitors.  If you are browsing kapa.ai’s website without an account, you may access publicly available website content on the kapa.ai domain. Your use of the kapa website is governed by these Terms. kapa has no ongoing obligations to Casual Visitors beyond what is set out in these Terms.

2.2 External Users.  If you are using a kapa-powered AI assistant embedded on another company’s website or application, you are interacting with kapa’s technology as deployed by one of our Customers. Your primary relationship is with that Customer, not with kapa. The Customer is responsible for the configuration of its AI assistant, the documentation it has made available, and its own terms of service with you. kapa’s direct obligations to External Users are limited to those set out in these Terms.

2.3 Internal Users.  You are an Internal User if your employer or organization (a “Customer”) has an Enterprise Agreement with kapa and given you an account. Your access to the Services is subject to:

(a) These Terms;

(b) Any Enterprise Agreement between your employer and kapa, if applicable, which takes precedence in the event of any conflict with these Terms; and

(c) Your employer’s or Subscriber entity’s own internal policies, as applicable.

2.5 Subscription Plans.  A company or individual who accesses the Services under a paid subscription plan without a separate Enterprise Agreement with kapa is a “Subscriber.” If you are a Subscriber, your subscription is governed by the plan you select at signup (or as set forth in an applicable order form). kapa offers subscription plans at different usage tiers, as described on kapa’s pricing page (which kapa may update from time to time with reasonable advance notice). If your employer or organization subsequently executes an Enterprise Agreement with kapa, that agreement will supersede any conflicting provisions of these Terms as of the effective date of that agreement.

2.6 Billing and Payment.  For Subscribers, kapa bills in advance on a monthly or annual basis, depending on the plan selected. Fees are due on the first day of each billing period. kapa will charge the payment method you provide at signup. You agree to provide accurate and complete billing information and to update it promptly if it changes. All fees are stated exclusive of applicable taxes; you are responsible for any sales, use, or similar taxes levied on your use of the Services.

2.7 Nonpayment and Suspension.  If payment is not received when due, kapa may: (a) suspend your access to the Services (with notification via pop-up and/or sent to the email address associated with your account); and (b) terminate your subscription if payment remains outstanding for 30 days following suspension. Suspension or termination for nonpayment does not relieve you of the obligation to pay all outstanding amounts, and no refund will be issued for any prepaid fees.

2.8 Auto-Renewal and Cancellation.  Paid subscriptions renew automatically at the end of each billing period at the then-current rate unless you cancel before the renewal date. To cancel, notify kapa at founders@kapa.ai at least 10 days before the end of your current billing period. Cancellation takes effect at the end of the billing period in which notice is received; kapa does not provide refunds or credits for partial billing periods or unused subscription capacity, except as required by applicable law. If kapa increases subscription fees, kapa will provide at least 30 days’ advance written notice, and the increased rate will take effect at your next renewal. Continued use of the Services after a price increase takes effect constitutes acceptance of the new pricing. California subscribers: notwithstanding the foregoing, cancellation and auto-renewal rights are also governed by Cal. Bus. & Prof. Code §17600 et seq. to the extent applicable.

2.9 Subscriber Entity Obligations.  The following provisions apply where the Subscriber is a company or other legal entity (rather than an individual accessing the Services solely on their own behalf).

2.9.1 Authority to Bind.  If you are subscribing to the Services on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. In that case, “Subscriber” means the entity on whose behalf you are contracting, and your acceptance of these Terms constitutes the entity’s agreement to be bound.

2.9.2 Authorized Users.  As a Subscriber, you are responsible for (a) identifying and managing the individuals authorized to access the Services under your subscription (“Authorized Users”); (b) ensuring that all Authorized Users comply with these Terms; and (c) promptly revoking access for any individual who is no longer an Authorized User. Each Authorized User who accesses the Services through your account is subject to these Terms as provided in Section 2.11.

2.9.3 Account Responsibility.  You are responsible for all activity that occurs under your account, including activity by your Authorized Users, whether or not you authorized it. You will promptly notify kapa at founders@kapa.ai if you become aware of any unauthorized access to or use of your account.

2.9.4 Data Handling Notice.  Without an Enterprise Agreement, information submitted through your subscription is not subject to contractual confidentiality obligations on kapa’s part beyond those required by applicable law. See Section 7. kapa strongly recommends that Subscribers who require confidentiality protections for information they or their Authorized Users submit to the Services execute an Enterprise Agreement prior to such use. To the extent that you are a Subscriber and information submitted through your subscription includes personal information or personal data, you acknowledge and agree that you are the controller in respect of such information and that you instruct kapa to process such information pursuant to this Agreement and our Data Processing Addendum. Our Data Processing Addendum is expressly incorporated herein by reference and applies between you and kapa together with this Agreement.

2.10 Priority of Enterprise Agreement.  If a Subscriber subsequently executes, or becomes subject to, an Enterprise Agreement with kapa, the Enterprise Agreement will control over these Terms from the effective date of that agreement forward, including specifically the Subscriber terms in Sections 2.5 through 2.11.

2.11 Authorized Users.  If a Subscriber is a company or other legal entity, each individual authorized to access the Services through that Subscriber’s account is an “Authorized User” for purposes of these Terms. Authorized Users access the Services subject to these Terms directly (not a separate Enterprise Agreement). Authorized Users have no separate indemnification obligation to kapa — the Subscriber entity is the primary and sole obligor under Section 11.2. kapa’s aggregate liability to the Subscriber and all Authorized Users collectively is governed by the cap in Section 10.2(e). 

2.12 Account Security.  If you have an account, you are responsible for keeping your login credentials confidential and for all activity that occurs under your account. Notify kapa promptly at founders@kapa.ai if you believe your account has been compromised or accessed without authorization.

Section 3: Acceptable Use

3.1 Rules for All Users.  Regardless of your user type, you must not:

(a) Use the Services for any unlawful purpose or in a way that violates these Terms;

(b) Submit content that is false, defamatory, harassing, obscene, or that infringes the intellectual property or other rights of any person;

(c) Attempt to gain unauthorized access to any part of the Services, or to any system or network connected to kapa;

(d) Use any automated tool (such as a bot, scraper, or crawler) to access or interact with the Services, except as expressly permitted in writing by kapa;

(e) Reverse engineer, decompile, disassemble, or attempt to extract the source code of any kapa software;

(f) Use the Services to train, benchmark, test, or evaluate any competing AI or machine learning model without kapa’s prior written consent;

(g) Attempt to probe, circumvent, or test the vulnerability of the Services or any AI safety or content filtering measures;

(h) Impersonate any person or entity, or misrepresent your identity or affiliation with any person or entity; or

(i) Transmit malware, viruses, or any other harmful or disruptive code.

3.2 Additional Rules for Internal Users.  In addition to Section 3.1, Internal Users and Authorized Users must not:

(a) Share account credentials with any other person;

(b) Access or attempt to access any data, system, or knowledge base to which your employer or Subscriber entity, as applicable, has not granted you access; or

(c) Upload or input content that you do not have the right to share with kapa, including third-party confidential information that your employer or Subscriber entity, as applicable, is not authorized to disclose.

3.3 Consequences of Violations.  Violating any provision of this Section 3 may result in one or more of the following, at kapa’s sole discretion: (a) immediate suspension of your access to the Services, with or without advance notice; (b) permanent termination of your account; (c) notification of the Customer or the Subscriber entity through which you access the Services; (d) legal action, including claims for injunctive relief, damages, or referral to law enforcement where appropriate; and/or (e) for paid subscribers, no refund of any prepaid fees. kapa’s exercise of any remedy under this Section does not waive kapa’s right to pursue any other remedy available at law or in equity. If kapa terminates your access for an Acceptable Use violation, kapa may also notify the Customer or Subscriber entity responsible for your account.

Section 4: Content and Intellectual Property

4.1 Your Inputs.  When you submit a question or other input to kapa (each, an “Input”), you (or, if you are an Internal User, your employer or Subscriber entity, as applicable) retain ownership of that Input, subject to the following grant of license: by submitting an Input, you grant kapa a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, display, and adapt that Input to provide the Services to you and, subject to any applicable Enterprise Agreement, to operate and improve the Services. Subscriber entities grant this license as to all Inputs submitted by their Authorized Users. When you submit Input to kapa, you represent and warrant that you have all rights, licenses, and permissions needed to provide the Input for the Services.

4.2 Outputs.  Subject to these Terms, and any applicable Enterprise Agreement, as between you (or your employer or Subscriber entity, if applicable) and kapa, and to the extent that Outputs consist of intellectual property that is capable of being owned, you (or your employer or Subscriber entity, as applicable) own the Outputs and grant kapa a limited, non-exclusive right to use, reproduce, display, and adapt Outputs for the purposes for which you requested them. Subscriber entities grant this license as to all Outputs generated on behalf of their Authorized Users. kapa makes no representation that Outputs are original, non-infringing, or free of third-party rights.

4.3 License.  To the extent not already granted by you, your employer, or your Subscriber entity (as applicable), you hereby grant to kapa an unlimited, worldwide, sublicensable, transferable, irrevocable right and license to use the Inputs and Outputs as well as any feedback you choose to provide about the Products and Services for any purpose related to the delivery, operation, maintenance, or improvement of the Products and Services, subject to your Enterprise Agreement (if any). 

4.4 Subscriber Intellectual Property.  In order to provide the Services to Subscribers, kapa accesses and uses documentation, data and other content that Subscriber connects to, identifies for, or otherwise makes available to the Services, whether or not publicly available ("Your Content"). Subscriber grants to kapa a limited, worldwide, non-exclusive right during the Term to use, reproduce, display, adapt, transmit and create derivative works of Your Content for the purpose of providing and improving the Services, including to ingest, parse, chunk, index and embed Your Content and to transmit relevant portions to kapa's internal or third-party models, vector database and infrastructure providers. If Subscriber terminates the license grant set forth in this Section 4.4, kapa shall have no further obligation to provide the Services, and may terminate this Agreement immediately. 

Subscriber represents and warrants that Your Content does not contain personal data of the categories described in Article 9 of the GDPR or equivalent sensitive-data provisions of applicable law, and does not contain government identification numbers, financial account numbers or payment card data.

In addition, you agree that we may collect, analyze, use and disclose, during or after the Subscription Period, the Inputs, Outputs and Your Content (including data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies) to operate, correct, diagnose, develop, analyze, improve, enhance, and modify the Services and our other products and services, including to train and fine-tune kapa's proprietary retrieval, embedding and re-ranking models, and share such data with our service providers, subcontractors, affiliates, and business partners for the foregoing purposes. We may also aggregate, anonymize or de-identify such data, and use such aggregated, anonymized, or de-identified data as we see fit. You further agree that we will have the perpetual right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of such derived data.

4.5 kapa’s Intellectual Property.  All rights in and to the kapa platform, software, models, interfaces, documentation, and any content created by kapa (other than Outputs generated in response to your specific Inputs) belong to kapa or its licensors. These Terms do not transfer any intellectual property rights in the foregoing to you.

4.6 Third-Party Content.  The Services may reference or incorporate content from third-party sources, including Customer-provided documentation, public websites, community forums, and AI foundational model providers. kapa does not own and is not responsible for third-party content. Third-party content is provided “as is.”

4.7 Feedback.  If you provide feedback or suggestions about the Services, kapa may use that feedback for any purpose without any obligation to you, including to improve the Services.

Section 5: Privacy

5.1 Privacy Notice.  Our Privacy Notice describes how kapa collects, uses, and shares information about you. Casual Visitors and External Users can review the Privacy Notice at https://www.kapa.ai/content/privacy-policy.

5.2 Internal User Data.  How kapa handles data submitted by Internal Users, including Inputs and any internal documentation processed, is governed by the Enterprise Agreement between your employer and kapa, including any incorporated Data Processing Agreement. Your employer, as the Customer, controls how your data is used and retained. For External Users, kapa’s Privacy Policy governs the collection and use of data submitted by you.

5.3 Subscriber and Authorized User Data.  How kapa handles data submitted by Subscribers and Authorized Users is addressed in Section 2.9.4. Without an Enterprise Agreement, such data is not subject to contractual confidentiality obligations on kapa’s part beyond those required by applicable law. Subscribers requiring confidentiality protections are encouraged to execute an Enterprise Agreement prior to submitting sensitive information.

5.4 Cookies.  kapa may use cookies and similar tracking technologies as described in the Privacy Notice. You may manage your cookie preferences through your browser settings.

Section 6: Third-Party Services

6.1 AI Models and Infrastructure.  kapa’s Services rely on third-party AI foundational models, vector database providers, and other infrastructure providers. These third parties process data on kapa’s behalf under contracts with kapa. However, kapa does not control or guarantee the performance, availability, or outputs of third-party components.

6.2 External Links.  The Services may include links to third-party websites. Those websites are not operated by kapa, and kapa is not responsible for their content or practices.

Section 7: Confidentiality

7.1 Casual Visitors and External Users.  kapa does not treat information submitted by Casual Visitors or External Users as confidential or proprietary. Do not submit sensitive personal information or third-party confidential information through the Services if you are a Casual Visitor or External User.

7.2 Internal Users (Enterprise Agreement).  If your employer has an Enterprise Agreement with kapa, confidentiality obligations with respect to information you submit through the Services are governed by the confidentiality provisions of that Enterprise Agreement.

7.3 Subscribers and Authorized Users.  Without an Enterprise Agreement, information submitted by Subscribers or their Authorized Users is not subject to contractual confidentiality obligations on kapa’s part beyond those required by applicable law. See Section 2.9.4. Subscribers who require confidentiality protections for information they or their Authorized Users submit to the Services are strongly encouraged to execute an Enterprise Agreement prior to such use.

Section 8: Representations and Warranties

8.1 Your Representations.  By accessing or using the Services, you represent and warrant that:

(a) If you are an individual, you are at least 18 years old and have the legal capacity to enter into a binding contract;

(b) If you are accessing the Services on behalf of a business or organization, you have authority to bind that entity to these Terms;

(c) Your use of the Services will comply with all applicable laws and regulations;

(d) Any content or data you submit to kapa does not infringe the intellectual property, privacy, or other rights of any third party; and

(e) You will not use the Services in a way that could harm kapa, its Customers, or other users.

8.2 kapa’s Limited Representations.  kapa represents and warrants that:

(a) It has the right to provide the Services as described in these Terms; and

(b) It will maintain reasonable administrative, technical, and organizational safeguards designed to protect the security and integrity of the Services.

Section 9: Disclaimers of Warranties

9.1 General Disclaimer.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KAPA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. KAPA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS.

9.2 AI Output Disclaimer.

AI-GENERATED OUTPUTS ARE INHERENTLY PROBABILISTIC AND REFLECT THE LIMITATIONS OF THE UNDERLYING MODELS AND SOURCE DATA. KAPA MAKES NO REPRESENTATION THAT ANY OUTPUT IS ACCURATE, COMPLETE, CURRENT, OR FIT FOR YOUR PARTICULAR PURPOSE. OUTPUTS SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR INDEPENDENT VERIFICATION OR THE ADVICE OF A QUALIFIED PROFESSIONAL.

9.3 Third-Party Content Disclaimer.

KAPA IS NOT RESPONSIBLE FOR THIRD-PARTY CONTENT REFERENCED OR INCORPORATED INTO OUTPUTS, INCLUDING CUSTOMER DOCUMENTATION, PUBLIC FORUMS, OR OTHER EXTERNAL SOURCES. SUCH CONTENT IS PROVIDED AS FOUND AND KAPA DISCLAIMS ALL LIABILITY FOR ITS ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE.

Section 10: Limitation of Liability

10.1 Exclusion of Certain Damages.

EXCEPT AS PROVIDED IN SECTION 10.3 BELOW, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KAPA OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF KAPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 10.1 LIMITS KAPA’S LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, VIOLATION OF APPLICABLE LAW, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, INCLUDING UNDER CAL. CIV. CODE §1668.

10.2 Caps on kapa’s Total Liability.  The following caps apply based on your user type or, in the case of a Subscriber, based on your subscription. In all cases, the exceptions in Section 10.3 apply:

(a)  Casual Visitors.  

KAPA’S TOTAL LIABILITY TO CASUAL VISITORS IS $0, EXCEPT AS PROVIDED IN SECTION 10.3 BELOW. KAPA PROVIDES WEBSITE ACCESS TO CASUAL VISITORS WITHOUT CHARGE AND WITHOUT A DIRECT CONTRACTUAL RELATIONSHIP. BY ACCESSING KAPA’S WEBSITE AS A CASUAL VISITOR, YOU ACKNOWLEDGE THAT KAPA HAS NO LIABILITY TO YOU BEYOND WHAT IS MANDATED BY APPLICABLE LAW, INCLUDING WHAT IS PRESERVED BY SECTION 10.3.

(b)  External Users.  

KAPA’S TOTAL LIABILITY TO EXTERNAL USERS FOR ALL CLAIMS NOT GOVERNED BY AN ENTERPRISE AGREEMENT IS LIMITED TO THE LESSER OF (I) $100 USD, OR (II) THE ACTUAL DIRECT DAMAGES SUFFERED BY YOU. KAPA’S OBLIGATIONS RUN PRIMARILY TO ITS CUSTOMERS; KAPA IS NOT THE CONTRACTING PARTY FOR EXTERNAL USERS’ ACCESS TO THE SERVICES.

(c)  Internal Users (Enterprise Agreement).  

IF YOUR EMPLOYER HAS AN ENTERPRISE AGREEMENT WITH KAPA, YOUR RIGHTS AND KAPA’S LIABILITY ARE AS SET FORTH IN THAT AGREEMENT, WHICH TAKES PRECEDENCE OVER THIS SECTION 10.2(c).

(d)  Subscribers.  

EXCEPT AS PROVIDED IN SECTION 10.3 BELOW, IF YOU ARE A SUBSCRIBER, KAPA’S TOTAL CUMULATIVE LIABILITY TO YOU AND, IF YOU ARE A SUBSCRIBER ENTITY, TO ALL OF YOUR AUTHORIZED USERS COLLECTIVELY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO KAPA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND U.S. DOLLARS (USD $10,000). THIS SINGLE AGGREGATE CAP APPLIES REGARDLESS OF THE NUMBER OF CLAIMS, CLAIMANTS, OR AUTHORIZED USERS INVOLVED, AND COVERS ALL CAUSES OF ACTION IN THE AGGREGATE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. WHERE YOU ARE BOTH A SUBSCRIBER AND AN INDIVIDUAL INTERNAL USER (I.E., THERE IS NO SEPARATE SUBSCRIBER ENTITY), THIS SECTION 10.2(D) IS THE EXCLUSIVELY APPLICABLE CAP. FOR THE AVOIDANCE OF DOUBT, THE EXCLUSIONS AND LIMITATIONS SET FORTH IN SECTION 10.3 ARE NOT SUBJECT TO THIS CAP.

10.3 Exceptions.  Nothing in this Section 10 limits kapa’s liability for: (a) death or personal injury caused by kapa’s negligence; (b) fraud or fraudulent misrepresentation; (c) willful misconduct or gross negligence by kapa; (d) kapa’s violation of applicable law; or (e) any other liability that cannot be excluded or limited under applicable law.

10.4 Basis of Bargain.  The parties acknowledge that the liability limitations in this Section 10 reflect an appropriate allocation of risk and are a fundamental element of the basis of the bargain between the parties. kapa would not provide the Services on the terms set out in these Terms without these limitations.

10.5 Savings Clause.  Notwithstanding the foregoing, nothing in this Section 10 limits any rights you may have under applicable consumer protection statutes or other non-waivable statutory protections that cannot be disclaimed by contract. If you are a California resident, nothing in this Section 10 limits rights you are entitled to under California law that cannot be waived by private agreement, including under the California Consumer Legal Remedies Act (Cal. Civ. Code §1750 et seq.) and Cal. Civ. Code §1668.

Section 11: Indemnification

11.1 Subscribers.  If you are a Subscriber (whether an individual or a company or other legal entity), you agree to defend, indemnify, and hold harmless kapa and its affiliates, officers, employees, agents, partners, and licensors from any claims, liabilities, damages, judgments, costs, and fees (including reasonable attorneys’ fees) arising out of or relating to:

(a) Your violation of these Terms, or the violation of these Terms by any of your Authorized Users;

(b) The use of the Services by you or any of your Authorized Users in a manner not authorized by these Terms or your applicable internal policies; or

(c) Any claim that content or data submitted to kapa by you or any of your Authorized Users infringes the intellectual property or other rights of a third party.

11.2 Internal Users of Subscriber Entities.  Where a Subscriber is a company or other legal entity, the individual Internal Users accessing the Services through that Subscriber’s account have no separate indemnification obligation to kapa under this Section 11. The Subscriber entity is the primary and sole obligor for indemnification with respect to its Authorized Users’ conduct. This Section 11.2 does not limit kapa’s rights under any other provision of these Terms or applicable law.

11.3 Internal Users (Enterprise Agreement).  If you are an Internal User and your employer has an Enterprise Agreement with kapa, your indemnification obligations to kapa (if any) are governed exclusively by that Enterprise Agreement. These Terms do not impose any separate indemnification obligation on you as an individual Internal User in that context.

11.4 Casual Visitors and External Users.  The indemnification obligations in Section 11.1 do not apply to Casual Visitors or External Users, given their limited and indirect relationship with kapa.

11.5 Procedure.  kapa will promptly notify the indemnifying party in writing upon becoming aware of any claim for which indemnification may be sought under this Section 11. kapa shall have the right to control the defense and settlement of any such claim using counsel of kapa’s selection. The indemnifying party shall reimburse kapa for all reasonable attorneys’ fees, costs, and expenses incurred by kapa in connection with the defense of any indemnified claim, promptly upon demand. The indemnifying party shall have the right to participate in the defense at its own additional expense. Each party shall cooperate reasonably with the other in connection with the investigation and defense of any such claim. No settlement of an indemnified claim may be made on terms that impose obligations on, or admit liability on behalf of, kapa without kapa’s prior written consent.

Section 12: Copyright and DMCA

12.1 Infringement Notices.  kapa respects intellectual property 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 content available through the Services infringes your copyright, send a written notice to our Designated Copyright Agent (contact below) that includes:

(a) Your physical or electronic signature;

(b) Identification of the copyrighted work you claim has been infringed;

(c) Identification of the specific material you claim is infringing and information sufficient to locate it within the Services;

(d) Your name, address, telephone number, and email address;

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

(f) A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Designated Copyright Agent: 

kapa.ai, Inc.

1111B S Governors Ave #6248, Dover, DE 19904

founders@kapa.ai

12.2 Repeat Infringers.  kapa may, in its sole discretion and in appropriate circumstances, terminate or disable the accounts of users who are repeat copyright infringers.

12.3 Counter-Notification.  If you believe that content you submitted was removed by mistake or misidentification, you may submit a written counter-notification to our Designated Copyright Agent containing:

(a) Your physical or electronic signature;

(b) Identification of the material that was removed and the location at which it appeared before removal;

(c) A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification; and

(d) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if outside the United States, the Southern District of New York), and that you will accept service of process from the original complainant or their agent.

Upon receipt of a valid counter-notification, kapa may restore the removed content within 10–14 business days, unless the original complainant notifies kapa that they have filed a court action seeking to restrain you from engaging in the infringing activity.

Important: 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.

Section 13: Governing Law and Dispute Resolution

13.1 Governing Law.  These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of New York, without regard to its conflict of law principles.

13.2 Mandatory Arbitration.

EXCEPT AS DESCRIBED IN SECTIONS 13.5, 13.6, AND 13.9, ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES (INCLUDING THEIR FORMATION, PERFORMANCE, OR ALLEGED BREACH) WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, NOT IN COURT.

Arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (available at www.adr.org), as modified by these Terms. The arbitration will be conducted in New York, New York. For consumer claimants bringing claims of $10,000 or less, arbitration may be conducted remotely by telephone or videoconference at your request. The arbitrator may award any relief that a court of competent jurisdiction could award on an individual basis, except as otherwise limited by these Terms.

13.3 Class Action Waiver.

YOU AND KAPA EACH AGREE TO BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

13.4 Jury Trial Waiver.

TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION FOR ANY REASON, BOTH PARTIES WAIVE THEIR RIGHT TO A JURY TRIAL. ALL SUCH DISPUTES WILL BE DECIDED BY A JUDGE SITTING WITHOUT A JURY.

13.5 Exceptions.  Either party may: (a) bring an individual claim in a small claims court in New York if the claim qualifies; or (b) seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality obligations, pending resolution by arbitration. Filing for emergency relief under (b) does not waive the right or obligation to arbitrate.

13.6 Opt-Out Right.  You may opt out of the arbitration agreement in this Section 13 by sending written notice to founders@kapa.ai within 30 days of first using the Services. Your opt-out notice must include your name, address, and a clear statement that you are opting out of the arbitration provision. If you opt out, all disputes will be resolved exclusively in the state or federal courts located in New York County, New York, and you and kapa each consent to personal jurisdiction and venue in those courts.

13.7 Time Limitation.  Any claim arising under or relating to these Terms must be commenced within one (1) year after the event giving rise to such claim. Any claim not commenced within that period is permanently barred.

13.8 Survival.  This Section 13 survives any termination of these Terms or your use of the Services.

13.9 Enterprise Agreement Users.  If you are an Internal User and your employer has entered into an Enterprise Agreement with kapa, any dispute between you and kapa that arises under or is governed by that Enterprise Agreement is not subject to the arbitration requirement in Section 13.2, and will instead be resolved in accordance with the dispute resolution provisions of that Enterprise Agreement. Similarly, if you are a Subscriber and have subsequently executed, or become subject to, an Enterprise Agreement with kapa pursuant to Section 2.10, disputes arising under that Enterprise Agreement are likewise not subject to Section 13.2 and will be resolved in accordance with the dispute resolution provisions of that agreement. This Section 13 continues to apply to any disputes between you and kapa that are not covered by or governed by an Enterprise Agreement.

Section 14: Term and Termination

14.1 Term.  These Terms are effective from the date you first access or use the Services and remain in effect until terminated by either party, or superseded by a subsequent written agreement.

14.2 Termination by kapa.  kapa may suspend or terminate your access to the Services, including if: (a) kapa reasonably believes you have violated these Terms, including any provision of Section 3 (Acceptable Use); (b) you fail to pay any amounts due under Section 2.7; or (c) kapa determines that continued access poses a risk to the Services, other users, or third parties. Violations of Section 3 may result in immediate suspension without advance notice. For all other suspensions or terminations, kapa will provide reasonable advance notice where practicable. Suspension or termination for cause does not entitle you to a refund of any prepaid fees.

14.3 Termination by You. You may stop using the Services at any time. If you are a paid subscriber without an Enterprise Agreement, you must cancel your subscription in accordance with Section 2.8 to avoid being charged for the next billing period; stopping use of the Services alone does not constitute cancellation. Internal Users and Authorized Users may contact their account administrator or kapa at founders@kapa.ai to close their account. Cancellation does not entitle you to a refund for any portion of a prepaid billing period, except as required by applicable law.

14.4 Effect of Termination.  Upon termination, your right to use the Services ends immediately. Any outstanding payment obligations under Sections 2.6 and 2.7 remain due and payable notwithstanding termination. The following Sections also survive termination: 4.4 (kapa’s Intellectual Property), 4.6 (Feedback), 7 (Confidentiality), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Copyright), 13 (Dispute Resolution), and 15 (General Provisions).

Section 15: General Provisions

15.1 Modifications.  kapa may update these Terms from time to time. If kapa makes material changes, kapa will provide notice (for example, by updating the “Last Updated” date at the top and, for Internal Users, by sending an email or platform notification). Your continued use of the Services after notice of changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, stop using the Services.

15.2 Entire Agreement.  These Terms, together with any applicable Enterprise Agreement and the Privacy Notice, constitute the entire agreement between you and kapa regarding the Services. They supersede any prior or contemporaneous agreements on the same subject. In the event of a conflict between these Terms and an Enterprise Agreement, the Enterprise Agreement prevails.

15.3 Severability.  If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be modified, and the remaining provisions will continue in full force and effect.

15.4 No Waiver. kapa’s failure to enforce any right or provision of these Terms in any instance is not a waiver of kapa’s right to enforce that provision in any other instance or at any other time.

15.5 Assignment.  You may not assign or transfer your rights or obligations under these Terms without kapa’s prior written consent. kapa may assign or transfer its rights and obligations under these Terms (for example, in connection with a merger, acquisition, corporate restructuring, or sale of assets) without your consent. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

15.6 Force Majeure.  Neither party is liable for any delay or failure in performance to the extent caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, pandemics, government actions, labor disputes, or internet or power outages.

15.7 Notices.  Notices to kapa under these Terms should be sent to founders@kapa.ai. kapa may send notices to you via email to the address associated with your account or through the kapa platform.

15.8 No Third-Party Beneficiaries.  These Terms do not create any third-party beneficiary rights, except that Customers (as the businesses that license kapa) are intended third-party beneficiaries of provisions of these Terms that govern the conduct and obligations of their users (Sections 3, 4, and 11).

15.9 Relationship of the Parties.  kapa is an independent contractor. Nothing in these Terms creates an employment, partnership, agency, or joint venture relationship between kapa and any user or Customer.

15.10 Export Compliance. You agree to comply with all applicable U.S. and international export control laws and regulations. You represent that you are not located in a jurisdiction subject to U.S. government embargo and that you are not on any U.S. government list of prohibited or restricted parties.

15.11 California Specific Provisions.  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.

Questions?  Contact kapa at support@kapa.ai.