Terms of Service

kaspero Inc. ("kaspero", "us", "our", or "we"), a company incorporated in the State of Delaware, offers an AI-based monitoring platform (the "Platform") available through this website (the "Site") that analyzes publicly available online content on behalf of our customers (each, a "Customer") and produces alerts, reports and supporting evidence. "You" means an individual using the Services or any Customer entering into an Order Form (as defined below), as applicable.

These Terms of Service ("Terms") and, if applicable, any order form or agreement we have entered into with a Customer ("Order Form"), govern your access to and use of the Site, the Platform and the services available thereon ("Services"). In the event of a conflict between these Terms and an Order Form, the provisions of the Order Form shall prevail. Our Privacy Policy, available at kaspero.io/privacy (the "Privacy Policy"), governs personal data we collect through the Site and through our business communications. It does not describe personal data contained in the publicly available content the Platform analyzes.

Please read these Terms carefully. By using the Site, by clicking a button marked "I agree", or by signing an Order Form referencing these Terms, you assent to these Terms. We may change these Terms from time to time and by continuing to use the Services following any changes, you agree to the amended Terms; where you have a current Order Form, any material change will apply to your subscription from the start of your next renewal term. If you do not agree to any of these Terms, please do not use the Services.

If you are registering or signing on behalf of a Customer, you represent that you are authorized to enter into and bind the Customer to these Terms.

1. Use of the Services

• Subject to these Terms and the Order Form, if applicable, kaspero grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform, and to use the alerts, flags, classifications, screenshots, extracts, exports and reports it produces ("Findings"), for the Customer's internal business purposes, within the brands, markets and limits set out in the Order Form. Group companies named in the Order Form, or otherwise agreed by us in writing, may also use the Platform, and the Customer is responsible for their compliance. Use in excess of the limits set out in the Order Form is dealt with in the Order Form and is not, of itself, a breach of Section 6.
• kaspero shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions, shall perform the Services in a professional and workmanlike manner, and shall provide support by email to support@kaspero.io on business days. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by kaspero or by third-party providers, or because of other causes beyond kaspero's reasonable control.
• kaspero may update or change the Platform from time to time, and may use third-party hosting, infrastructure, data and artificial intelligence providers to deliver it, and remains responsible for those providers' acts and omissions as if they were its own. Features identified as beta, preview or evaluation are provided as is, without warranty or service commitment.
• Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) all registration information you submit is truthful and accurate and you will maintain its accuracy; (b) you have the ability to form a binding contract; (c) your use of the Platform and Services does not violate any applicable law, regulation, or obligation you may have to a third party; and (d) the Customer holds and will maintain the licenses, registrations and permissions it requires to operate its brands in the markets covered by the Order Form.

2. Demonstrations, Sample Reports and Free Scans

• We may offer a demonstration, sample report, free scan or evaluation at our discretion, for evaluation purposes only, and we may change, limit or withdraw it at any time. We are under no obligation to provide one.
• Anything provided in that context is given as is, with no warranty, service level, indemnity or commitment as to accuracy or completeness, and is not a substitute for professional advice or for your own compliance processes. It is our Confidential Information (as defined below), given for your internal evaluation, and you may not publish it or provide it to any third party without our prior written consent.
• If you ask us to review a brand, domain or property, you confirm that you have a legitimate business interest in doing so and that the request does not breach any obligation you owe to a third party.

3. Accounts

• You are solely responsible for maintaining the security and confidentiality of your account, credentials and files, and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us immediately at support@kaspero.io of any unauthorized use of your account. To the fullest extent permitted by applicable law, kaspero will not be liable for any loss or damage arising from unauthorized use of your account.
• kaspero may suspend access where fees are more than fifteen (15) days overdue and remain unpaid ten (10) days after a reminder, where use presents a material security or legal risk, or where required by law. Suspension does not affect payment obligations.

4. What We Monitor

• kaspero analyzes publicly available online content only. It does not connect to, and does not require access to, the Customer's internal systems or its end-customer records. No integration is required. If a Customer wants one, its scope will be agreed in writing in advance and it will then form part of the Platform under these Terms.
• You will not submit to the Platform any end-customer or consumer records, payment card or financial account data, health or biometric data, or government identifiers. kaspero has no liability arising from such material if it is submitted in breach of this Section.
• Publicly available content changes and may be removed. Findings reflect what was observed at the time of the relevant scan.

5. Findings

• The Platform uses artificial intelligence and automated classification. Findings are probabilistic, are produced without human review unless otherwise agreed in writing, and may contain errors, omissions, false positives and false negatives.
• kaspero is not a law firm and is not a regulator. Findings, rules and remediation guidance are informational. They are not legal, regulatory, licensing or compliance advice and are not a substitute for qualified counsel or for your own compliance function.
• Findings are an input to your own decision-making. kaspero does not make, and is not responsible for, any decision you take on the basis of a Finding, including any enforcement action, takedown demand, contract termination, withholding of payment, public statement, or communication with a regulator or third party. Those decisions, and their consequences, are yours alone.
• kaspero does not warrant that the Platform will identify all non-compliant, infringing, outdated or unauthorized content, or that any Finding will be accepted by any regulator, court or third party. Accuracy or detection-rate figures appearing in marketing materials are estimates and form no part of these Terms.
• You may use Findings internally, and may share them with your regulators, your legal and professional advisers, and with the third party a Finding concerns, for enforcement or remediation. You may not publish Findings, use them in marketing or press, or provide them to any other third party without our prior written consent, not to be unreasonably withheld. This right survives termination.

6. Use Restrictions

You may not do, attempt to do, or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble or reverse-engineer the Platform, or attempt to derive its source code, models, prompts or rule logic; (2) modify the Platform, create derivative works from it, or remove any proprietary notices or labels from the Platform or any software, documentation or data related to it (collectively, "Underlying IP"); (3) resell, license, lease, assign or otherwise provide the Platform, the Services or the Findings to third parties as a service; (4) use any robot, spider, scraper or other automated means to retrieve, index, data-mine or extract data from the Site or Platform other than through interfaces we expressly provide; (5) use the Platform or the Services to develop, train or benchmark a competing product, or publish benchmarking or performance results without our prior written consent; (6) circumvent, disable or interfere with security-related features of the Site or Platform, or attempt unauthorized access to any connected system; or (7) use the Site, Platform or Services in any manner not permitted by these Terms or by applicable law, including applicable export control and sanctions laws.

7. Fees and Payment

• The Customer shall pay the fees set out in the Order Form. Unless the Order Form provides otherwise, invoices are payable within thirty (30) days of the invoice date, without set-off or deduction, in the currency stated in the Order Form, by bank transfer to the account identified on kaspero's invoice. All fees are non-refundable except as expressly provided in these Terms or the Order Form.
• kaspero's bank details will not change during the term except by written notice signed by an officer of kaspero and separately confirmed by telephone to a number the Customer already holds. The Customer should not act on any purported change of payment details received by email alone.
• Where applicable, taxes may also be charged. Fees are exclusive of VAT, sales and similar taxes, which the Customer shall pay in addition, other than taxes on kaspero's income. If the Customer is required by law to withhold any amount, it shall gross up the payment so that kaspero receives the amount it would have received absent the withholding.
• Undisputed late payments shall bear interest at the lower of 1.5% per month or the maximum rate permitted by law, from the due date until paid in full. The Customer will be responsible for reasonable costs incurred by kaspero in collecting past due amounts.

8. Term and Termination

• The subscription runs for the initial period set out in the Order Form and renews automatically for equal periods. Fees may change at a renewal on at least thirty (30) days' prior written notice.
• Either party may terminate at any time on thirty (30) days' written notice. Fees up to the effective date of termination remain payable and are not refundable; kaspero will refund pro-rata any fees prepaid for the period after that date. The Order Form may vary this Section, including by removing kaspero's right to terminate.
• Either party may terminate immediately if the other materially breaches these Terms or the Order Form and fails to cure the breach within thirty (30) days of written notice, or within fifteen (15) days in the case of non-payment, or if the other becomes insolvent or enters liquidation, receivership or a similar proceeding not dismissed within sixty (60) days.
• If a regulator or a change in applicable law makes it unlawful or materially impracticable to continue in a market covered by the Order Form, either party may terminate as it applies to that market, with a pro-rata refund of prepaid fees attributable to it.
• Upon termination, access to the Platform ends. The Customer may export its Customer Data and Findings during the subscription period, and kaspero will make them available for export for thirty (30) days afterwards, following which kaspero may delete them, other than routine backups until they cycle out and records it is required to retain by law or to establish or defend a legal claim.

9. Confidentiality; Proprietary Rights

• Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose business or technical information relating to the Disclosing Party's business and technology ("Confidential Information"). The Receiving Party agrees (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use it except in performance of the Services, or divulge it to any third person other than its personnel, group companies, subcontractors and professional advisers who are bound by equivalent obligations. The foregoing will not apply to information that (a) is or becomes generally available to the public, (b) was in the Receiving Party's possession or known to it prior to receipt, (c) was rightfully disclosed to it by a third party without violation of any obligation of confidentiality, or (d) is required to be disclosed by law or by a governmental authority, provided that, prior to such disclosure, the Receiving Party will, if possible and lawful, give prior notice to the Disclosing Party and an opportunity to contest the disclosure. No such notice is required for routine disclosure to a regulator exercising supervisory powers. These obligations expire three (3) years after termination, unless a longer period applies under applicable law, including for so long as the information qualifies as a trade secret.
• The Customer will own all right, title and interest in and to any non-public data provided by the Customer to kaspero to enable the provision of the Services ("Customer Data"), and in its own brands and trademarks. kaspero will own and retain all right, title and interest, including all intellectual property rights, in and to the Underlying IP, all revisions, amendments, improvements, enhancements and modifications thereto, and all intellectual property rights related to any of the foregoing. All trademarks are the trademarks of their respective owners, and nothing in these Terms or on the Site grants you any right to use any trademark, logo or trade name of kaspero or of any third party.
• If you provide kaspero with any feedback regarding the Platform or the Services, kaspero may use it without restriction, obligation or compensation, and it shall not be subject to any non-disclosure or non-use obligation.

10. Customer Data and Privacy

• The Customer grants kaspero a non-exclusive, worldwide, royalty-free right to reproduce, display, adapt, transmit, distribute and otherwise use the Customer Data to (a) maintain, provide and improve the Services; (b) prevent or address technical or security issues and resolve support requests; and (c) as otherwise required by applicable law. No rights to Customer Data are granted to kaspero other than as expressly set out in these Terms.
• The Customer is solely responsible for the accuracy, quality, legality, reliability and appropriateness of all Customer Data, and confirms it has the authority necessary to provide it to kaspero. kaspero will maintain administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data, and will notify the Customer without undue delay after confirming a security incident affecting it.
• kaspero will have the right to collect and analyze data and other information relating to the operation of the Platform, including publicly available content and information concerning Customer Data, for as long as it is in aggregate, anonymized or other de-identified form, in order to develop, improve, train, enhance and promote the Services and the Underlying IP. kaspero will not identify the Customer or its brands to any other customer, and will not use Customer Data to train models made generally available outside the Platform.
• Each party will comply with the data protection laws applicable to its own activities. Our Privacy Policy governs personal data collected through the Site and through our business communications.

11. Reference

The Customer agrees that kaspero may identify the Customer as a user of the Platform and Services, and use the Customer's trademark and logo (i) in sales presentations and promotional or marketing materials, and (ii) to develop a brief customer profile for use on kaspero's website. Press releases and case studies require the prior written approval of the party being named, which may be given by email. The Customer may withdraw this permission at any time on written notice.

12. Warranty and Disclaimer

kaspero will use reasonable efforts in performing the Services and, consistent with prevailing industry standards, in maintaining the Platform so as to minimize errors and interruptions. HOWEVER, KASPERO DOES NOT WARRANT THAT THE SERVICES OR THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT FINDINGS WILL BE COMPLETE, ACCURATE OR CURRENT, THAT ALL RELEVANT CONTENT OR INFRINGEMENTS WILL BE DETECTED, OR THAT USE OF THE SERVICES WILL RESULT IN COMPLIANCE WITH ANY LAW OR LICENSE CONDITION OR PREVENT OR REDUCE ANY INVESTIGATION, FINE, SANCTION OR LOSS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND THE PLATFORM ARE PROVIDED "AS IS" AND KASPERO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, NON-INFRINGEMENT OR ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

13. Indemnification

• kaspero will defend the Customer against any third-party claim alleging that authorized use of the Platform infringes that third party's patent or copyright or misappropriates its trade secret, and will indemnify the Customer against damages and costs finally awarded or agreed in settlement. kaspero may, at its option and expense, procure the right for the Customer to continue using the Platform, modify or replace it with something materially equivalent, or terminate the Order Form and refund prepaid unused fees. This Section states kaspero's entire liability and the Customer's exclusive remedy for any claim of intellectual property infringement relating to the Platform. It does not apply to any claim arising from Customer Data, from combination of the Platform with anything kaspero did not provide or authorize, from modification of the Platform other than by kaspero, or from use of the Platform not in accordance with these Terms.
• You agree to indemnify, defend and hold harmless kaspero and its group companies, employees, directors, officers, subcontractors and agents from and against any and all claims, damages, costs, losses, liabilities and expenses, including reasonable attorneys' fees, that arise directly or indirectly from (a) breach of these Terms by you or by anyone using your account; (b) Customer Data, or any material submitted in breach of Section 4.2; (c) your use of, reliance on, disclosure or publication of any Findings, including any enforcement action, allegation or communication made to any third party; (d) your violation of any law, regulation or license condition, or of any obligation, representation or warranty under these Terms; or (e) your own marketing, advertising and partner arrangements.
• Either party claiming indemnification shall (i) promptly notify the other in writing of the claim; (ii) allow the indemnifying party to control the defense and settlement, provided that no settlement imposing a non-monetary obligation or admission on the indemnified party may be made without its prior written consent, not to be unreasonably withheld; and (iii) reasonably cooperate, at the indemnifying party's expense. The indemnified party may be represented by counsel of its own choosing at its own expense.

14. Limitation of Liability

NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, GROUP COMPANIES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, WILL BE RESPONSIBLE OR LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF BUSINESS, REPUTATION, INCOME OR PROFIT, OR ANY FINE OR PENALTY IMPOSED ON THE OTHER PARTY BY A REGULATOR.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS AND THE ORDER FORM EXCEED THE FEES PAID BY THE CUSTOMER TO KASPERO IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY (THE "CAP"), EXCEPT THAT KASPERO'S TOTAL LIABILITY UNDER SECTION 13.1 WILL NOT EXCEED TWO (2) TIMES THE CAP, IN PLACE OF AND NOT IN ADDITION TO THE CAP.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO (I) FRAUD, FRAUDULENT MISREPRESENTATION OR WILLFUL MISCONDUCT; (II) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (III) THE CUSTOMER'S OBLIGATION TO PAY FEES; (IV) THE CUSTOMER'S BREACH OF SECTION 6; (V) THE CUSTOMER'S INDEMNITY UNDER SECTION 13.2; OR (VI) ANY OTHER LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

15. Notices

All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when delivery is electronically confirmed, if transmitted by email; the day after the notice is sent, if sent for next-day delivery by a recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to kaspero shall be sent to legal@kaspero.io.

16. Miscellaneous

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with kaspero's prior written consent; kaspero may transfer and assign any of its rights and obligations without consent as part of an M&A transaction or corporate reorganization. These Terms, together with any Order Form, are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter hereof; any purchase order or vendor portal terms issued by a Customer are for administrative convenience only and have no legal effect. All waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, franchise or employment is created between the parties and neither party has authority of any kind to bind the other or to represent itself as the other's agent. Neither party will be liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control. An Order Form may be signed electronically, by hand and returned as a scan, or in counterparts, each of which is an original. These Terms will be governed by the laws of the State of New York without regard to its conflict of laws provisions, and the parties submit any disputes arising hereunder to the exclusive jurisdiction of the state and federal courts located in New York County, New York, each waiving any right to a jury trial to the fullest extent permitted by law. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Sections 2.2, 4.2, 4.3, 5, 6, 7, 8.2, 8.5, 9, 10.3, 11, 12, 13, 14, 15 and 16 will survive termination of these Terms. Termination does not affect any right, remedy, obligation or liability that has accrued to either party as at the date of termination.

kaspero Inc. | support@kaspero.io | legal@kaspero.io