Terms of Service

1. ACCEPTANCE; WHO WE ARE; RELATIONSHIP TO OTHER AGREEMENTS

1.1 Who we are. These Terms of Service (these "Terms") are a binding agreement between Kintsugi AI, Inc., a Delaware corporation with offices at 2261 Market St, Suite 5931, San Francisco, CA 94114 ("Kintsugi," "we," "us," or "our"), and the business or other legal entity accessing or using the Services ("you" or "Customer"). The Services are offered to businesses only and are not offered to consumers. The individual accepting these Terms on behalf of an entity represents that he or she is at least 18 years old and has authority to bind that entity, and "you" refers to that entity.

1.2 What these Terms cover. These Terms govern your access to and use of (a) the website located at trykintsugi.com and any other website, page, or online property that links to these Terms (the "Site"); (b) any free tools, calculators, nexus checks, content, and resources we make available on the Site; (c) any free trial, sandbox, pilot, or evaluation access to Kintsugi's products; and (d) Kintsugi's tax compliance software-as-a-service platform and related registration, filing, remittance, and voluntary disclosure services (the "Platform"), in each case to the extent not governed by a Customer Agreement as described in Section 1.3 (together, the "Services"). BY ACCESSING OR USING THE SERVICES, CLICKING "I AGREE" OR A SIMILAR BUTTON, OR CREATING AN ACCOUNT, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

1.3 Customer Agreements control. If you have entered into a Kintsugi Customer Subscription Agreement, a Kintsugi Growth Subscription Agreement, or another written agreement with Kintsugi covering your use of the Platform (each, a "Customer Agreement"), the Customer Agreement governs your use of the Platform and any conflict between it and these Terms is resolved in favor of the Customer Agreement. These Terms continue to govern your use of the Site and of any Services not covered by your Customer Agreement. Nothing in these Terms expands Kintsugi's obligations, or limits Kintsugi's rights, under a Customer Agreement.

1.4 Other policies. Our Privacy Policy (https://trykintsugi.com/privacy-policy) and, where we process personal information on your behalf, our Data Processing Agreement (https://trykintsugi.com/data-processing-agreement) (the "DPA") are incorporated into these Terms by reference. If these Terms conflict with the DPA with respect to the processing of personal information, the DPA controls.

1.5 Eligibility. You may not use the Services if you are located in a country subject to a U.S. Government embargo or listed on any U.S. Government list of prohibited or restricted parties, or if you are a competitor of Kintsugi accessing the Services to evaluate, benchmark, or build a competing product.

2. ACCOUNTS AND SECURITY

2.1 Registration. Some Services require an account. You agree to provide true, accurate, current, and complete registration and billing information and to keep it up to date. Kintsugi may refuse registration, or reclaim or change a username, in its reasonable discretion.

2.2 Credentials. You are responsible for maintaining the confidentiality of all usernames, passwords, API keys, and other credentials associated with your account, and for all activity that occurs under your account by you, your employees, contractors, and anyone else you permit to use it ("Authorized Users"). You must notify us immediately at help@trykintsugi.com if you believe your account has been compromised. Except to the extent caused by Kintsugi's breach of Section 8.3 (Security), Kintsugi is not responsible for unauthorized access to your account.

2.3 Authorized Users. You are responsible for ensuring that your Authorized Users comply with these Terms, and their acts and omissions are treated as yours.

3. THE SERVICES

3.1 Site content and free tools. Content, articles, guides, tax-rate look-ups, nexus calculators, and similar resources on the Site are provided for general informational purposes only. They are based on information available to Kintsugi at the time of publication, may not reflect the most current law or your particular facts, and may contain errors or omissions. Kintsugi may correct, change, or remove Site content at any time without notice.

3.2 Free trials, sandbox, and Beta Services. Kintsugi may offer free trials, sandbox environments, and features or services identified as alpha, beta, preview, early access, pilot, evaluation, or by a similar designation ("Beta Services"). Free trials, sandbox access, and Beta Services are provided for evaluation purposes only; are not subject to any service-level, support, or warranty commitment; may be modified, suspended, or discontinued at any time; and may contain bugs or errors. Kintsugi may delete data submitted to a free trial, sandbox, or Beta Service upon its discontinuation or expiration. Kintsugi's aggregate liability arising out of a free trial, sandbox, or Beta Service will not exceed US$100. Unless a Customer Agreement provides otherwise, Kintsugi does not file returns, register you with taxing authorities, or remit tax during a free trial.

3.3 The Platform. Paid access to the Platform is generally provided under a Customer Agreement. Where you use the Platform without a Customer Agreement (for example, during a trial or for a purchase completed through the Site that does not present a separate agreement), Sections 5 through 7 of these Terms apply to that use.

3.4 Changes to the Services. Kintsugi may modify the Services from time to time, including to add, change, or remove features and functionality, and may cease supporting integrations with specific third-party applications, provided that Kintsugi will not materially decrease the core functionality of a paid Service during a paid billing period. Kintsugi will use reasonable efforts to notify you (which may be by email, in the Services, or in our documentation) of any change that we reasonably expect to materially affect your use of a paid Service. Kintsugi is not liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services, except as expressly provided in these Terms or a Customer Agreement.

3.5 Availability. Kintsugi uses commercially reasonable efforts to keep the Services available, but the Services may be interrupted for maintenance, updates, or circumstances beyond our reasonable control, and we do not guarantee that the Services will be available at all times or free from errors.

4. LICENSE; INTELLECTUAL PROPERTY; ACCEPTABLE USE

4.1 License to you. Subject to these Terms, Kintsugi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services, and to download or print a reasonable number of copies of Site content, solely for your internal business purposes. Kintsugi reserves all rights not expressly granted.

4.2 Kintsugi's intellectual property. The Services, including all software, databases, algorithms, models, tax content, taxonomies, tax-code mappings, rates, rules, forms, decision trees, documentation, designs, text, graphics, and other content (the "Kintsugi Content"), and all trademarks, service marks, and logos displayed on the Services (the "Marks"), are owned by Kintsugi or its licensors and are protected by intellectual property laws. Nothing in these Terms transfers any ownership interest in the Kintsugi Content or Marks to you. You may not use the Marks without Kintsugi's prior written consent.

4.3 Restrictions. You shall not, and shall not permit anyone else to: (a) copy, modify, translate, or create derivative works of the Services or Kintsugi Content; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or underlying data from the Services; (c) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Services available to any third party, or use the Services on a service-bureau or timesharing basis; (d) access the Services by any automated means (including scrapers, crawlers, or bots) other than through Kintsugi's documented APIs, or systematically retrieve data to build a database, compilation, or directory; (e) use the Services or Kintsugi Content to build, train, benchmark, or support a product or service that competes with the Services, or to train, fine-tune, or improve any machine-learning or artificial-intelligence model; (f) remove or alter any proprietary notices; (g) interfere with or disrupt the integrity or performance of the Services, attempt to gain unauthorized access to the Services or related systems, or circumvent any usage limit, access control, or security measure; (h) upload or transmit viruses, malicious code, or any material that is unlawful, infringing, or that you do not have the right to provide; (i) use the Services to impersonate any person or entity or misrepresent your affiliation; (j) submit to the Services any protected health information, payment card numbers (other than to pay fees), or government-issued identification numbers other than tax registration numbers and the responsible-party identifiers a taxing authority requires for registration, filing, or remittance, in each case submitted through the means Kintsugi designates; or (k) use the Services in violation of any applicable law. Kintsugi may investigate any suspected violation and may suspend or terminate access as provided in Section 10.

4.4 Feedback. If you provide Kintsugi with suggestions, ideas, or other feedback regarding the Services, Kintsugi may use that feedback freely, for any purpose, without restriction, attribution, compensation, or obligation to you.

4.5 Third-party sites and applications. The Services may link to or integrate with third-party websites, marketplaces, e-commerce platforms, accounting systems, and other applications ("Third-Party Applications"). Kintsugi does not control and is not responsible for Third-Party Applications, and your use of them is governed by their own terms and privacy policies. Data obtained from a Third-Party Application through the Services is treated as your Customer Data. Kintsugi may cease supporting any Third-Party Application on reasonable notice.

5. PURCHASES, FEES, AND SUBSCRIPTIONS

5.1 Fees. If you purchase Services through the Site or the Platform, you agree to pay the fees presented at the time of purchase, together with any overage or additional charges described in the Services ("Fees"). Fees are stated and payable in U.S. dollars and, except as expressly provided in these Terms or a Customer Agreement, are non-cancelable and non-refundable.

5.2 Payment authorization. You authorize Kintsugi and its payment processor to charge your designated payment method (credit card, debit card, or ACH) for all Fees when due, including recurring subscription Fees, without further approval for each charge, until your subscription is canceled and all amounts due have been paid. You must keep a valid payment method and accurate billing information on file. If a charge fails, Kintsugi may retry it and may suspend the Services under Section 10.1 until payment is received.

5.3 Subscriptions and renewal. Unless a Customer Agreement or your order states otherwise, subscriptions purchased through the Site are billed in advance on a monthly basis and automatically renew for successive monthly periods until canceled. You may cancel at any time through the Services or by emailing help@trykintsugi.com; cancellation takes effect at the end of the then-current paid period, you will retain access through that date, and no refund or credit is payable for the remainder of that period except as provided in Section 10.2. Kintsugi may decline to renew any subscription on at least thirty (30) days' notice.

5.4 Fee changes. Kintsugi may change its Fees on at least thirty (30) days' notice (which may be given by email or in the Services). A change takes effect at the start of the next billing period beginning after the notice period ends. If you do not agree to a Fee change, you may cancel before it takes effect; continued use after the change takes effect constitutes acceptance.

5.5 Taxes. Fees are exclusive of sales, use, value-added, and similar taxes, which Kintsugi may add to the Fees where required. You are responsible for all such taxes other than taxes on Kintsugi's net income.

5.6 Disputes; late payment. You must notify Kintsugi in writing of any good-faith dispute regarding a charge within thirty (30) days of the charge; charges not disputed within that period are deemed accepted. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.7 Pricing errors. Kintsugi may correct pricing errors on the Site or in the Services, including after a charge has been made, and may refuse or cancel any order placed at an erroneous price.

6. TAX COMPLIANCE SERVICES; YOUR RESPONSIBILITIES

6.1 Nature of the Services. The Platform provides compliance support services, including nexus monitoring, taxability classification, tax calculation, registration, return preparation and filing, remittance, and voluntary disclosure support, that are performed in reliance on the information you provide. Nexus alerts, economic-nexus threshold monitoring, taxability classifications, and similar outputs are informational; you determine where you are required to register, collect, and file. Certain outputs are generated with the assistance of automated and machine-learning techniques, are probabilistic, and may contain errors; you are responsible for reviewing them.

6.2 Your information. You are solely responsible for the accuracy, completeness, and timeliness of all information you provide or make available to Kintsugi, including transaction data, product and service classifications, nexus information, registration details, historical data, exemption and resale certificates, and bank account information (collectively, "Required Information"). Kintsugi may rely on Required Information without independent verification and has no obligation to audit or validate it. Kintsugi has no responsibility for any error, omission, penalty, interest, additional tax, or other consequence to the extent resulting from inaccurate, incomplete, or untimely Required Information, from tax positions you direct or approve, or from any disconnection, authentication failure, or interruption of an integration between your systems and the Services.

6.3 Start date; no retroactive responsibility. Where Kintsugi files on your behalf, it begins doing so on the start date communicated in the Services or your order, for periods beginning on or after that date, and only for the jurisdictions and tax types you have purchased. Kintsugi has no responsibility for filings, reporting obligations, penalties, interest, or other liabilities relating to earlier periods, or for filings made by you or others before the start date, even if Kintsugi later amends those returns.

6.4 Funding remittances. Where the Services include remittance, you must maintain a valid bank account and related authorization and ensure that sufficient funds are available no later than three (3) business days before the applicable due date, or by any other funding deadline communicated in the Services. Kintsugi does not fund your tax liabilities and acts solely as your agent in transmitting your funds to taxing authorities; no interest is payable on funds in transit. If funds are insufficient or a debit is returned, Kintsugi may suspend the affected filing and remittance and charge you any resulting bank fees, and will use commercially reasonable efforts to notify you promptly.

6.5 Notices from taxing authorities. You must promptly, and in any event within five (5) business days after receipt, forward to Kintsugi complete copies of all notices, assessments, and other correspondence you receive from any taxing authority relating to a jurisdiction or tax type covered by the Services, and must promptly notify Kintsugi of any change in your legal name, entity type, ownership, address, registration status, filing frequency, or bank account information.

6.6 Continuing responsibility. You retain sole and ultimate responsibility for the accuracy and completeness of your tax information and for compliance with all applicable tax laws. You remain solely responsible for all legal, tax, accounting, and business decisions, including tax strategy and tax positions, and for the validity, completeness, and retention of any exemption or resale certificate you accept from your own customers.

6.7 Notice of filing claims. You must notify Kintsugi in writing of any claim relating to a missed, late, or inaccurate filing within one hundred eighty (180) days after you receive the applicable taxing-authority notice or, if no notice is issued, within one hundred eighty (180) days after the filing deadline. You waive any such claim to the extent Kintsugi's ability to contest, cure, mitigate, or seek abatement was prejudiced by your failure to give timely notice.

6.8 No tax, legal, or professional advice. Kintsugi does not provide legal advice, professional tax opinions, or management advice, and nothing in the Services or these Terms creates an attorney-client, accountant-client, or other professional-client relationship. The Services and Kintsugi Content are provided for informational and automation purposes. You are responsible for your own tax policies and reporting positions and for consulting a qualified legal, tax, or accounting professional as appropriate. The Services do not include audit support unless expressly purchased.

7. AUTHORIZATIONS FOR REGISTRATION, FILING, REMITTANCE, AND MAIL

7.1 Limited power of attorney. To the extent the Services include tax registration, return preparation, filing, remittance, or the handling of related government correspondence on your behalf, you authorize Kintsugi and its authorized representatives to act as your attorney-in-fact and agent solely for the purpose of performing the Services, including to: (a) access third-party sites, marketplaces, and accounts you designate using credentials you provide, and retrieve your data from them; (b) prepare and submit registrations, returns, reports, and remittances to taxing authorities; (c) receive, open, scan, and manage mail and other correspondence from taxing authorities and government agencies relating to the Services, and complete and submit postal or other authorization forms required for that purpose; and (d) communicate with taxing authorities regarding the status of your registrations, filings, and payments. When Kintsugi accesses third-party sites or receives your correspondence, it is acting as your agent. You represent that you are entitled to provide those credentials to Kintsugi for this purpose. This authorization does not permit Kintsugi to take legal action on your behalf, collect refunds, receive funds on your behalf (except to facilitate remittance as you direct), or bind you to any settlement or tax liability without your express written consent.

7.2 Authorization forms. You shall, promptly upon Kintsugi's request, execute and deliver any state-specific power of attorney, third-party designee, reporting-agent, postal, or other authorization form that a taxing authority, postal service, or third-party platform requires for Kintsugi to perform the Services. Kintsugi's obligation to perform the affected Services is conditioned on your doing so.

7.3 Electronic filing. Where Kintsugi files electronically, your information may be converted to standardized formats and transmitted to the designated taxing authority, together with any technical information (such as originating IP address) the authority requires. You consent to those disclosures and to Kintsugi's use of intermediate service providers and transmitters.

7.4 Confirmations. Kintsugi will make confirmations of registrations and filings it submits on your behalf available in the Services or by email, including any acknowledgment or rejection received from the taxing authority. You shall review them and notify Kintsugi within ten (10) business days of any discrepancy, rejection, or filing you believe was not submitted, and Kintsugi will use commercially reasonable efforts to resubmit or correct any rejected filing it prepared. You may request a copy of any return prepared on your behalf for your records.

7.5 Duration; transition. These authorizations remain in effect while you use the applicable Services and, following cancellation or termination, only for filings for periods ending on or before the end of your subscription whose due dates fall within thirty (30) days after that date, provided all Fees have been paid and you have complied with Sections 6.2 and 6.4 with respect to those filings. Thereafter, you are responsible for all filings, remittances, and registrations, for notifying each taxing authority of any change in your preparer, contact, or reporting agent of record, and for revoking any authorizations granted to Kintsugi. Kintsugi will, upon request made within the period described in Section 8.6, provide copies of returns filed and registration credentials held on your behalf. Kintsugi has no obligation to perform any Services after termination for your uncured material breach or non-payment.

8. CUSTOMER DATA, PRIVACY, AND SECURITY

8.1 Customer Data. You retain all ownership rights in the data, information, and materials you or your Authorized Users submit to the Services, including any personal information they contain ("Customer Data"). Returns, registrations, reports, and other deliverables that Kintsugi prepares specifically for you using Customer Data are your Customer Data, excluding any Kintsugi Content embodied in them. You grant Kintsugi and its affiliates and subcontractors a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data as necessary to provide the Services, to provide support, to secure, maintain, and improve the Services as permitted by Section 8.2, and to comply with applicable law. You represent that you have all rights, permissions, and consents necessary to submit Customer Data and to permit its use as described in these Terms.

8.2 Aggregate Data; service improvement. Kintsugi may create and use de-identified and aggregated data derived from the data of multiple customers, including Customer Data, for any lawful purpose, provided that such data does not identify you, your Authorized Users, or your customers and Kintsugi does not attempt to re-identify it ("Aggregate Data"). Kintsugi owns Aggregate Data. Kintsugi may also use Customer Data to operate, secure, maintain, troubleshoot, and improve the Services, including to develop and improve the models, algorithms, taxonomies, and automation Kintsugi uses to serve all customers. In doing so, Kintsugi will not disclose Customer Data to any third party (other than its subcontractors), will not use Customer Data to generate outputs that identify you or your customers to any third party, and will comply with this Section 8 and the DPA.

8.3 Security. Kintsugi maintains commercially reasonable technical, administrative, and physical safeguards designed to protect Customer Data, and maintains an information security program audited annually against the SOC 2 Type II standard or a substantially equivalent framework. Kintsugi cannot guarantee that safeguards will be effective in every instance. Kintsugi will notify you without undue delay, and in any event within seventy-two (72) hours after confirming the incident, if it becomes aware of unauthorized access to or disclosure of Customer Data under its control, and will use commercially reasonable efforts to identify and remediate the cause.

8.4 Privacy Policy and DPA. Kintsugi's collection and use of personal information about you and your Authorized Users in connection with the Site, account administration, marketing, and billing is described in the Privacy Policy. To the extent Kintsugi processes personal information contained in Customer Data on your behalf and that processing is subject to the GDPR, the UK GDPR, the CPRA, or similar laws, the DPA governs.

8.5 Hosting location. The Services are hosted in the United States. If you access the Services from another region, you consent to the transfer of your data to, and its processing in, the United States.

8.6 Data retention, return, and deletion. Upon request made within sixty (60) days after your subscription ends, Kintsugi will provide an export of Customer Data stored on its systems in a commonly used format or limited access to the Services to retrieve it, at no additional charge. Upon your request during your subscription or within that sixty-day period, Kintsugi will delete Customer Data, other than data in routine backups or archives or that must be retained for legal, regulatory, or audit purposes (including tax record-retention requirements for filings Kintsugi prepared), which remain subject to Section 8.7. Kintsugi may otherwise delete Customer Data in accordance with its retention policies.

8.7 Confidentiality. Each party will protect the other's non-public information disclosed in connection with the Services using at least reasonable care, will use it only to perform under or exercise rights granted by these Terms, and will disclose it only to representatives and service providers bound by comparable obligations, except as required by law. Kintsugi treats Customer Data as your confidential information.

9. ELECTRONIC COMMUNICATIONS

Communications between you and Kintsugi may take place electronically. You consent to receive communications from Kintsugi electronically (including by email and through the Services) and agree that all agreements, notices, disclosures, and other communications that Kintsugi provides electronically satisfy any legal requirement that such communications be in writing. You agree that your electronic acceptance of these Terms and of any order has the same force and effect as a handwritten signature. Kintsugi will send legal notices to the email address associated with your account; you may send legal notices to Kintsugi at legal@trykintsugi.com. The foregoing does not affect your statutory rights, including under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq.

10. SUSPENSION AND TERMINATION

10.1 Suspension. Kintsugi may suspend your access to all or part of the Services if: (a) you or your Authorized Users pose a security or performance risk to the Services or to any other customer; (b) you use the Services in violation of these Terms; or (c) any Fees remain unpaid ten (10) days after Kintsugi notifies you that a charge has failed or a payment is overdue. Kintsugi will provide notice of suspension as soon as practicable (in advance where practicable), limit it to the minimum extent and duration reasonably necessary, and restore access promptly once the cause is resolved. Suspension does not relieve you of your payment obligations or your tax obligations, and Kintsugi is not responsible for filings not prepared or submitted during a suspension resulting from your acts or omissions.

10.2 Termination. You may stop using the Site at any time and may cancel any subscription as described in Section 5.3. Either party may terminate these Terms, or a paid subscription, on notice if the other party materially breaches these Terms and, if the breach is curable, fails to cure it within thirty (30) days after notice describing the breach. In addition, Kintsugi may terminate these Terms or your access to the Services immediately if your breach is not curable or if Fees remain unpaid thirty (30) days after notice of a failed or overdue payment, and, as to free Services, at any time for any reason. If you terminate a paid subscription for Kintsugi's uncured material breach, or if Kintsugi terminates a paid subscription other than for your breach or non-payment, Kintsugi will refund the prepaid Fees for the unused remainder of the then-current billing period, prorated from the effective date of termination.

10.3 Effect. Upon termination, your right to use the Services ends, all accrued Fees become due, and Kintsugi may charge them to your payment method on file. Sections 1.3, 4.2 through 4.4, 5 (as to amounts accrued), 6, 7.5, 8.2, 8.6, 8.7, and 11 through 15 survive termination.

11. DISCLAIMERS

11.1 GENERAL. EXCEPT AS EXPRESSLY PROVIDED IN A CUSTOMER AGREEMENT, THE SERVICES AND KINTSUGI CONTENT ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND KINTSUGI MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. KINTSUGI SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, TIMELINESS, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. KINTSUGI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY REGISTRATION, RETURN, OR REMITTANCE WILL BE ACCEPTED BY A TAXING AUTHORITY OR WILL BE FREE FROM PENALTIES, INTEREST, OR ASSESSMENT; OR THAT ANY KINTSUGI CONTENT, RATE, RULE, CLASSIFICATION, OR NEXUS DETERMINATION IS CURRENT, COMPLETE, OR CORRECT FOR YOUR CIRCUMSTANCES. NO INFORMATION OR ADVICE OBTAINED FROM KINTSUGI OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OR A CUSTOMER AGREEMENT. THESE TERMS DO NOT INCLUDE ANY ACCURACY, FILING, OR PENALTY GUARANTEE; ANY SUCH GUARANTEE EXISTS ONLY IF, AND TO THE EXTENT, EXPRESSLY SET OUT IN A CUSTOMER AGREEMENT.

11.2 TAX OUTCOMES. KINTSUGI IS NOT RESPONSIBLE FOR TAXES, PENALTIES, OR INTEREST ASSESSED AS A RESULT OF INCORRECT, INCOMPLETE, UNTIMELY, OR MISLEADING INFORMATION PROVIDED BY YOU, TAX POSITIONS TAKEN BY YOU, THE REJECTION OF A RETURN BY A TAXING AUTHORITY, ANY ACT OR OMISSION OF A GOVERNMENTAL AUTHORITY OR THIRD PARTY, OR ANY LAPSE, SUSPENSION, OR TERMINATION OF THE SERVICES RESULTING FROM YOUR ACTS OR OMISSIONS. EXCEPT AS EXPRESSLY PROVIDED IN A CUSTOMER AGREEMENT, KINTSUGI HAS NO LIABILITY FOR ANY TAXES, PENALTIES, INTEREST, OR OTHER AMOUNTS ASSESSED BY A TAXING AUTHORITY, AND YOUR SOLE REMEDY FOR AN ERROR BY KINTSUGI IN A FILING IT PREPARED IS FOR KINTSUGI TO USE COMMERCIALLY REASONABLE EFFORTS, AT NO ADDITIONAL CHARGE, TO CORRECT THE FILING AND TO ASSIST YOU IN SEEKING ABATEMENT OF ANY RESULTING PENALTY OR INTEREST.

11.3 Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties; to that extent, some of the above exclusions may not apply to you, and any implied warranty that cannot be excluded is limited in duration to sixty (60) days from your first use of the applicable Service.

12. LIMITATION OF LIABILITY

12.1 EXCLUSION OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR LOST-PROFITS DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING LOSS OF DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 12.1 DOES NOT APPLY TO YOUR PAYMENT OBLIGATIONS, TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, TO YOUR BREACH OF SECTION 4.3 OR INFRINGEMENT OR MISAPPROPRIATION OF KINTSUGI'S INTELLECTUAL PROPERTY, OR TO A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

12.2 LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, KINTSUGI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES YOU PAID TO KINTSUGI UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF YOU HAVE PAID NO FEES, US$100. THIS CAP DOES NOT APPLY TO KINTSUGI'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. ANY CLAIM RELATING TO KINTSUGI'S PERFORMANCE OF REGISTRATION, FILING, OR REMITTANCE SERVICES IS SUBJECT TO THIS CAP AND TO SECTION 11.2 (TAX OUTCOMES).

12.3 Basis of the bargain; time limit. These limitations apply even if a remedy fails of its essential purpose and reflect an allocation of risk on which the Fees are based. Neither party may bring a claim relating to these Terms more than two (2) years after the events giving rise to the claim, except for claims for unpaid Fees or indemnification. Some jurisdictions do not allow the limitation of liability for certain damages; to that extent, some of the above limitations may not apply to you.

13. INDEMNIFICATION

13.1 By you. You shall indemnify, defend, and hold harmless Kintsugi and its affiliates and their respective directors, officers, employees, and agents from and against any liability, loss, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party demand, claim, action, or governmental investigation or proceeding to the extent arising from: (a) Customer Data, including any allegation that Customer Data or Kintsugi's use of it in accordance with these Terms infringes, misappropriates, or violates a third party's rights or applicable law; (b) your or your Authorized Users' breach of these Terms or applicable law; (c) your tax positions, taxability and nexus determinations, filing elections, and the information you provide for use in the Services, including any tax, penalty, or interest assessed against you or Kintsugi as a result; or (d) any dispute between you and your own customers, marketplaces, or other third parties relating to your use of the Services.

13.2 By Kintsugi. Kintsugi shall defend you against any third-party claim alleging that your use of the paid Services in accordance with these Terms infringes or misappropriates a United States copyright, registered trademark, issued patent, or trade secret, and shall pay resulting damages finally awarded or agreed in settlement, except to the extent the claim arises from Customer Data, from your modification or combination of the Services with items not provided by Kintsugi, from any matter for which you must indemnify Kintsugi under Section 13.1, or from use after Kintsugi has provided a non-infringing alternative. If the Services are or may be enjoined, Kintsugi may procure the right for you to continue using them, modify or replace them, or terminate the affected Services and refund any prepaid Fees for the unused portion of the current billing period. This Section states Kintsugi's entire liability for infringement claims.

13.3 Procedure. The indemnified party shall give the indemnifying party prompt written notice of the claim (provided that delay relieves the indemnifying party only to the extent it is actually prejudiced), tender sole control of the defense and settlement (provided that no settlement may impose liability or obligations on the indemnified party, or require it to admit fault, without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense. Notwithstanding the foregoing, Kintsugi may elect to assume the exclusive defense and control of any matter subject to indemnification under Section 13.1 with counsel of its choosing, at your expense, and you shall cooperate with Kintsugi's reasonable requests in that defense.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 GOVERNING LAW. THESE TERMS AND ANY DISPUTE ARISING OUT OF OR RELATING TO THEM OR THE SERVICES ARE GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CHOICE-OF-LAW RULES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DO NOT APPLY.

14.2 Informal resolution. Before commencing any formal proceeding, a party shall give the other written notice describing the dispute, and the parties shall attempt in good faith to resolve it for at least thirty (30) days. Notices to Kintsugi go to legal@trykintsugi.com.

14.3 MEDIATION AND BINDING ARBITRATION. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THEIR FORMATION, INTERPRETATION, PERFORMANCE, BREACH, OR TERMINATION, THAT IS NOT RESOLVED UNDER SECTION 14.2 SHALL BE RESOLVED BY MEDIATION AND, IF MEDIATION IS UNSUCCESSFUL, BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS IN SAN FRANCISCO, CALIFORNIA, BEFORE A SINGLE NEUTRAL ARBITRATOR IN ACCORDANCE WITH THE JAMS RULES THEN IN EFFECT (THE JAMS STREAMLINED ARBITRATION RULES FOR CLAIMS UNDER US$250,000 AND THE JAMS COMPREHENSIVE ARBITRATION RULES OTHERWISE). The arbitrator shall be an attorney or former judge with at least ten (10) years' relevant experience, shall apply California law, shall have the authority to award any relief available in court on an individual basis (including injunctive relief), and shall issue a reasoned written decision. Proceedings shall be conducted in English and shall be confidential. The fees of the mediator and arbitrator shall be borne equally by the parties, except as the arbitrator determines is required for this clause to be enforceable under applicable law. Judgment on the award may be entered in any court of competent jurisdiction. YOU UNDERSTAND THAT BY AGREEING TO ARBITRATION YOU ARE WAIVING THE RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN A CLASS ACTION. If you are a party to a Customer Agreement, the dispute-resolution provisions of that Customer Agreement govern disputes within its scope.

14.4 CLASS ACTION WAIVER. DISPUTES MAY BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. IF ANY PORTION OF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REMEDY, THAT CLAIM OR REMEDY (AND ONLY THAT CLAIM OR REMEDY) SHALL BE SEVERED AND DECIDED BY A COURT AS PROVIDED IN SECTION 14.6, AND THE REMAINDER SHALL BE ARBITRATED.

14.5 Exceptions. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, or to prevent unauthorized access to or use of the Services, without first mediating or arbitrating and without waiving its right to arbitrate. Kintsugi may also bring an action for unpaid Fees in court.

14.6 Venue. Any proceeding that is not subject to arbitration, or that is brought to compel arbitration or to confirm, modify, or vacate an arbitral award, shall be brought exclusively in the state or federal courts located in San Francisco County, California, and each party consents to the personal jurisdiction of, and waives any objection to venue in, those courts.

15. GENERAL

15.1 Changes to these Terms. Kintsugi may update these Terms from time to time. The updated Terms will be posted on the Site with a new "Last updated" date, and Kintsugi will notify you of material changes by email or in the Services at least thirty (30) days before they take effect. Changes take effect on the stated effective date, except that changes required by law or relating to new features may take effect immediately upon posting. If you do not agree to updated Terms, you must stop using the Services and cancel any subscription before the changes take effect; your continued use after the effective date constitutes acceptance.

15.2 Entire agreement; precedence. These Terms, together with the documents incorporated by reference and any order you place through the Services, constitute the entire agreement between you and Kintsugi regarding their subject matter and supersede all prior or contemporaneous communications, whether written or oral. Your purchase-order or vendor-portal terms do not apply. In the event of a conflict: (a) a Customer Agreement controls within its scope; (b) the DPA controls with respect to the processing of personal information; (c) an order controls solely as to the plan, jurisdictions, quantities, fees, and start date it specifies; and (d) these Terms control otherwise.

15.3 Assignment. You may not assign or transfer these Terms without Kintsugi's prior written consent (not to be unreasonably withheld), except to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assets of the business to which they relate, provided the assignee is not a Kintsugi competitor, assumes your obligations in writing, you give Kintsugi prompt written notice, and all Fees then due have been paid. Kintsugi may assign these Terms without restriction. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties' permitted successors and assigns.

15.4 Export control and sanctions. You may not use, export, re-export, import, or transfer the Services except as authorized by U.S. law and other applicable laws. You represent that you are not located in an embargoed country and are not on any U.S. Government list of prohibited or restricted parties, and you shall not upload to the Services any data or technology controlled for export from the United States without Kintsugi's prior written approval.

15.5 Anti-corruption. Each party shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, to the extent applicable.

15.6 Publicity. Unless you notify us otherwise in writing, Kintsugi may identify you as a customer by name and logo in accordance with any marketing guidelines you provide.

15.7 Force majeure. Neither party is liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, pandemics, labor disputes, utility or internet failures, acts of government, and acts of terrorism or war. Kintsugi is not liable for penalties, interest, or missed filing deadlines to the extent resulting from such an event. This Section does not excuse payment for Services already delivered.

15.8 Relationship; no third-party beneficiaries. The parties are independent contractors; these Terms do not create a partnership, joint venture, agency (other than the limited agency in Section 7), or fiduciary relationship. These Terms confer no rights on any third party, including your customers.

15.9 Severability; waiver. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. No waiver is effective unless in writing, and no failure or delay in exercising a right operates as a waiver.

15.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation." "Days" means calendar days unless business days are specified. These Terms will not be construed against either party as the drafter. These Terms are written in English, and any translation is provided for convenience only.

16. CONTACT US

Questions about these Terms or the Services may be directed to: