Terms of Service | Kasisto

Terms of Service

Last Updated on: August 24, 2016

Welcome to www.kasisto.com (the “Site”), a service operated by Kasisto, Inc. (“Kasisto”, “us”, “our”, and “we”). The Site and related products and services, which we collectively refer to as the “Kai Messaging Platform,” augment mobile financial applications by enabling intelligent conversations using a mix of speech, text and touch interfaces (the Site and the Kai Messaging Platform, together, the “Services”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted in the Services in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.

This Terms of Use Agreement (“Agreement”) sets forth the legally binding agreement for your use of the Services whether you are a “Visitor” (which means you are just browsing the Services) or a “Registered User” (which means you have registered with us to use the Services). Collectively, Visitors and Registered Users are referred to as “Users” or individually as a “User” or “you.”

By clicking the “I AGREE” button, completing the registration process, and/or browsing the Site or otherwise accessing or using the Services, you are agreeing to be bound by the terms and conditions of this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, and that you are at least 18 years old. If you do not agree with all of the provisions of this Agreement, do not access and/or use the Services.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS, JURY TRIALS, OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

  • Although we strive to help you better manage your financial life, we are not a financial, legal or tax advisor and the Services are not intended to provide financial, legal, tax, investment or insurance advice.
  • While the Services may help you manage your financial life, you are the ultimate decision maker. You should consult your financial, legal or tax professional regarding any questions related to any particular transaction or investment.
  • Nothing in the Services should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Kasisto.
  • Both this Agreement and our Privacy Policy, available at http://www.kasisto.com/privacy-policy, may be updated from time to time and we will publish those changes.
  1. Accessing and Using the Services

(a)        Account Creation. In order to become a Registered User, you must register for an account with Kasisto (a “Kai Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (i) all required registration information you submit is truthful and accurate and (ii) you will maintain the accuracy of such information. You acknowledge that you have no ownership or other property interest in your Kai Account and that all rights in and to your Kai Account are owned by and inure to the benefit of Kasisto. Kasisto may suspend or terminate your Kai Account in accordance with the terms of this Agreement.

(b)        Account Credentials and Responsibilities. As part of the registration process you may be required to provide an email address and select a password (collectively “Credentials”), which you may not share with any third parties. If someone accesses the Services using your Credentials, we will rely on those Credentials and will assume that it is really you or your representative who is accessing the Services. You are solely responsible for any and all use of your Credentials and all activities that occur in connection with your Credentials. We reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your Credentials, including terminating your access, requiring you to change your password, or requesting additional information to authorize activities related to your Credentials. You agree to immediately notify Kasisto of any real or suspected unauthorized use. Kasisto cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

(c)        Third-Party Accounts. Certain features and functions of the Services may be accessible only through a messaging platform, such as Facebook, SMS, and Slack. Further, in order to take advantage of certain features and functions of the Services, you may be asked to connect your Kai Account to bank accounts, personal financial mobile applications, and/or financial aggregators. You may link your account for the Services with your third-party accounts for such messaging platforms or personal financial services platforms, only to the extent permitted under the applicable terms and conditions that govern your use of each third-party account. You represent that if you allow us to access your third-party account (i.e., by linking it with your account for the Services), you are entitled to disclose your third-party account login information to us and/or grant us access to your third-party account without breach by you of any of the terms and conditions that govern your use of the applicable third-party account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third-party service providers. You acknowledge and agree that, by granting us access to any of your third-party accounts, we may access, make available and store any information, data, text, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and/or stored in your third-party accounts relating to your use of our Services (collectively, “Third-Party Account Data”). Please note that if a third-party account or associated service becomes unavailable or our access to such third-party account is terminated by the third-party service provider, then the Third-Party Account Data for that third-party service may no longer be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIPS WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS ARE GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WE DISCLAIM ANY AND ALL LIABILITY FOR INFORMATION THAT MAY BE PROVIDED BY SUCH THIRD-PARTY SERVICE PROVIDERS.

  1. User Data

(a)        User Data. Third-Party Account Data and all other data and information provided by you to or through the Services, and/or otherwise relating to your use of the Services, shall be referred to as “User Data.” As between us and you, you shall own all User Data you provide to or through the Services. You assume all risks associated with the use of your User Data, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Data that makes you or any third party personally identifiable. You may not state or imply that your User Data is in any way provided, sponsored or endorsed by us. Because you alone are responsible (and Kasisto is not responsible) for your User Data, you may incur liability if, for example, your User Data violates this Agreement. We are not obligated to backup any User Data and User Data may be deleted at any time. You are solely responsible for creating backup copies of your User Data if you desire.

(b)        License. You acknowledge that, subject to the terms of any agreement(s) with third-party service providers of your third-party accounts, we may use, and you hereby grant to us a limited, non-exclusive, transferable, perpetual, irrevocable license to use, reproduce, modify, display, perform, and creative derivative works of any User Data: (i) to provide the Services hereunder, and (ii) for our business purposes, including to (x) monitor and improve the Services and (y) use, display, modify and create derivative works of the User Data to create and compile Aggregate Data, including insights, analysis and statistics for training (both human and computer) and other business purposes. “Aggregate Data” means aggregated statistics and/or data created or derived by us from User Data or our provision or your use of the Service; provided, however, that such Aggregate Data will not identify you individually. We will own all right, title and interest in and to the Aggregate Data, which we retain the right to use for any purpose in our sole and absolute discretion.

  1. Ownership

      (a)        Ownership. You acknowledge and agree that the software, code, proprietary methods and systems used to provide the Site or Services (“Our Technology”) are: (i) copyrighted by us and/or our licensors or suppliers under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our suppliers or licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, reverse-engineered or redistributed in any way without our prior written permission, which we may withhold in our sole and absolute discretion. This Agreement provides you with access to the Services. No license is granted hereunder to Our Technology.

(b)        Trademarks. Certain of the names, logos, and other materials displayed on the Site or via the Services constitute trademarks, trade names, service marks or logos (“Marks”) of Kasisto or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with and will inure to us or those other entities.

(c)        Third-Party Software. Any use of third-party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by this Agreement.

(d)        Feedback. Any comments, ideas and/or reports about the Site or Services that you provide to us, whether in written or electronic form (“Feedback”), shall be considered our proprietary and confidential information, and you hereby irrevocably transfer and assign to us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.

  1. Modifications to the Services. We may, in our sole discretion, upgrade, enhance, change and modify the Services, including by discontinuing a Service or any aspect or feature thereof (collectively, “Modifications”). Any Modifications will be subject to this Agreement, and we will provide notice of adverse and material changes to this Agreement by posting them on our Site (and we may also, but we are not obligated to, email you regarding such changes). It is your responsibility to check the Site periodically. Changes to this Agreement, which may be made in our sole discretion, will be effective (a) for all existing Users thirty (30) calendar days after the posting of the new Agreement on the Site and (b) for all new users, upon the effective date thereof. You agree to be bound to this Agreement, as modified. If you do not agree to the modified Agreement, you are not permitted to use the Services and must terminate your use of the Services immediately.
  2. General Rules of Conduct. It is our goal to make access to our Site and Services a good experience for all Users. You agree not to, and represent and warrant that you will not (nor will you cause or permit any third party to) (a) reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, use the Site or Services or access to the Site or Services for any purposes other than that for which the Site or Services are being provided to you, or (b) do any of the following:
  • Conduct or promote any illegal activities while using the Site or Services;
  • Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of Our Technology (including software, tools, methods, processes, and infrastructure) that enables or underlies the Site or Services;
  • Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
  • Use the Site or Services to stalk, harass or harm another individual;
  • Replicate the Services, in whole or in part, or use the Services to develop or offer a similar or competitive website, application, product or service;
  • Interfere in any way with the proper functioning of the Site or Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
  • Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site, Services or the content contained therein for commercial use without our prior express written permission;
  • Introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services;
  • Use any metatags or other “hidden text” using Kasisto’s name or trademarks;
  • Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
  • Mirror or frame the Site, Services or the content contained therein, place pop-up windows over its pages, or otherwise affect the display of its pages.

 

  1. Privacy and Security. We have created a privacy policy, available at http://www.kasisto.com/privacy-policy, that describes our collection, use and disclosure practices regarding any personal information that you provide to us. The security of your personal information is important to us. While there is no such thing as “perfect security” on the Internet, we will use commercially reasonable efforts designed to help ensure the security of your personal information. However, you understand and agree that such steps do not guarantee that the Site and the Services will be invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities.
  2. Duration of Access. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason. Upon termination or expiration of your access to the Services, you will no longer have the right to access or retrieve your User Data through the Site or Services. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR USER DATA.
  3. Third-Party Content and Other Websites. Content from advertisers and other third parties may be made available to you through the Site and/or the Services. Because we do not control such content, you agree that we are not responsible for any such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other Users, advertisers, and other third parties or violation of any third-party rights related to such content. The Site and Services may contain links to platforms, websites, apps, products, services or other offerings not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such platforms, websites, apps, products, services or other offerings. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, nature or reliability of third-party platforms, websites, apps, products, services or other offerings accessible by hyperlink or otherwise from the Site or Services. We provide these links for your convenience only and we do not control such platforms, websites, apps, products, services or other offerings. Our inclusion of links to such platforms, websites, apps, products, services or other offerings does not imply any endorsement of the materials on such third-party platforms, websites, apps, products, services or other offerings or any association with their operators. It is your responsibility to review the privacy policies and agreements of any other platform, website, app, product, service or other offering you use. You agree that in no event will we be liable to you in connection with any third-party platforms, websites, apps, products, services or other offerings, or any content, materials, or practices of any third party, including other Users.
  4. Third-Party Applications and Third-Party Transactions. You may be able to use the Services to access and interact with third-party software applications and services, such as those solutions offered by Twilio, Venmo, Plaid and Yodlee (“Third-Party Applications”). Your correspondence, business dealings, or other interactions with these Third-Party Applications found on our Site or Services (“Third-Party Transactions”), and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. When engaging in a Third-Party Transaction or otherwise interacting with a Third-Party Application, the terms and conditions and policies of the applicable third party, not the terms and conditions and policies of this Agreement, will govern your Third-Party Transaction or use of the Third-Party Application. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on our Site or offered through the use of our Services. KASISTO HEREBY DISCLAIMS ALL LIABILTIY WITH RESPECT TO SUCH THIRD-PARTY APPLICATIONS AND THIRD-PARTY TRANSACTIONS. ANY USE OF SUCH THIRD-PARTY APPLICATIONS OR PARTICIPATION IN THIRD-PARTY TRANSACTIONS IN CONNECTION WITH THE SERVICES IS AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT KASISTO HAS NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU, OR ANY THIRD PARTY, FOR ANY DAMAGE THAT MAY BE CAUSED TO YOU, SUCH AS DATA LOSS OR DATA CORRUPTION, FROM YOUR USE OF THE SERVICES OR THE THIRD-PARTY APPLICATIONS OR YOUR PARTICIPATION IN THIRD-PARTY TRANSACTIONS.
  5. DISCLAIMER OF WARRANTIES. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT PROTECTION OF USER DATA, NOR DO WE GUARANTEE DATA AVAILABILITY WHATSOEVER. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES, INCLUDING YOUR PARTICIPATION IN ANY THIRD-PARTY TRANSACTION OR USE OF ANY THIRD-PARTY APPLICATION, IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA OR INFORMATION AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE SITE AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE DEVICE, OR HARDWARE, OR ANY LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

KASISTO DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION ON THE SERVICES, INCLUDING ANY INFORMATION OBTAINED THROUGH A THIRD-PARTY TRANSACTION OR USE OF A THIRD-PARTY APPLICATION. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, TIMELINESS AND COMPLETENESS OF ANY INFORMATION AVAILABLE ON OR THROUGH THE SERVICES, INCLUDING IN EMAILS OR THROUGH MESSAGING CONVERSATIONS. KASISTO SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE SERVICES.

  1. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE THE SITE AND SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE, THE SERVICES OR YOUR USER DATA, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. TO NEW JERSEY USERS OF THE SERVICE: KASISTO DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY KASISTO’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY NEW JERSEY LAW.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN THE AGGREGATE, TO THE SUM OF ONE HUNDRED U.S. DOLLARS ($100). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

Without limiting the foregoing, under no circumstances WILL WE or our licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, OR non-performance of third parties.

  1. You agree to indemnify, defend and hold harmless Kasisto, our parents, subsidiaries, affiliates, officers, directors, licensors, co-branders and other partners, employees, consultants and agents from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (a) any of your User Data or content you upload to or use in connection with the Services, (b) your use of the Site or Services, including any Third-Party Transaction in which you participate through the Site or Services or your use of any Third-Party Application, (c) your violation of any applicable law, rule or regulation, or any term or condition of this Agreement, (d) your violation of any rights of any other person or entity, and (e) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services.
  2. Electronic Communications. We can only give you the benefits of our Service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (a) consent to receive Communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communication(s)”) that we provide to you electronically satisfy any legal requirement that such Communication would satisfy if it were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement by accessing the Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
  3. International Users. The Services can be accessed from countries around the world. The availability of the Services outside the United States does not imply that we intend to announce such Services in your country. The Services are offered by us from our facilities in the United States of America. We make no representation that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
  4. General Terms. You are responsible for compliance with all applicable laws. Except as otherwise provided in Section 15 below, (a) this Agreement and the relationship between you and Kasisto will be governed by the laws of the State of New York, without giving effect to any choice of laws principles that would require the application of the laws of a different jurisdiction and (b) you consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any court located in New York, New York. This Agreement is personal to you, and you may not transfer, assign or delegate your rights and/or duties under this Agreement to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in this Agreement, shown in boldface type, are included only to help make this Agreement easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us will have any effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. This Agreement constitutes the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
  5. Arbitration Agreement and Jury Trial Waiver, Class Action Waiver, and Forum Selection Clause. All controversies, disputes, demands, counts, claims, or causes of action between you and Kasisto arising out of, under, or related to this Agreement or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.

(a)        Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).

(b)        You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement, EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

(c)        You and Kasisto must abide by the following rules: (i) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (ii) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Kasisto, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (iii) the arbitrator’s ruling is binding and not merely advisory; (iv) ANY CLAIMS BROUGHT BY YOU OR KASISTO MUST BE BROUGHT IN EACH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (v) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, (vi) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Kasisto will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (vii) Kasisto also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (viii) the arbitrator shall honor claims of privilege and privacy recognized at law; (ix) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Kasisto shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Kasisto customer; and (x) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses.

(d)        Notwithstanding the foregoing, either you or Kasisto may bring an individual action in small claims court. In addition, if you are a User outside of the United States, the dispute resolution provision in our Privacy Policy (if any), and not this arbitration provision, shall apply to any disputes related to privacy. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret rights shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in New York. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and each party hereby agrees to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

(e)        With the exception of subparts (iv) and (v) in paragraph (c) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (iv) or (v) in paragraph (c) above (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Kasisto shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Kasisto shall be exclusively brought in the state or federal courts specified in paragraph (d) above.

(f)         For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

  1. Sections 2(b), 9-17, as well as any other limitations on liability explicitly set forth herein and our proprietary rights in and to the Site, any materials provided by us, Our Technology and the Services, will survive the expiration or termination of this Agreement for any reason.
  2. Notice; Violations. We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to info@kasisto.com or as otherwise expressly provided. Please report any violations of this Agreement to info@kasisto.com.