Kai Terms of Use

In these Terms of Use:

• "Komerz", "Kai", "we", "us" and "our" each mean Komerz Ltd, a company incorporated in England and Wales with company number 14546258 and registered office at 8a The Ark, 201, Talgarth Road, London, England, W6 8BJ.
• In particular, Kai and Komerz are used interchangeably throughout these Terms of Use and all rights, protections, and indemnities described below accrue to the legal entity, Komerz Ltd.
• "you", "your" or "Customer" each means you, being the person or entity purchasing the any Report or otherwise using the Services.
• "Affiliate" means in relation to a party, any person that Controls, is Controlled by, or is under common Control with that party.
• "Control"means in relation to a party, direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that party, as the case may be, and "Controlled" and "Controls" shall be construed accordingly.
• "Report" and "Reports" have the meanings given to them in section 3.
• "Services" means the provision of the Reports or any other related service provided to you by Kai or otherwise pursuant to these Terms of Use.
• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and, in the case of Komerz only, that person's legal and personal representatives, successors and permitted assigns.
• A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• Section and paragraph headings are for convenience only and shall not affect the interpretation of these Terms of Use.
• Words in the singular shall include the plural and vice versa.
• A reference to one gender shall include a reference to the other genders.
• A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
• A reference to writing or written includes e-mail, but not fax.
• Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
• A reference to a document is a reference to that document as amended, varied or novated (in each case, other than in breach of the provisions of this agreement) at any time.

By purchasing or using any of our Services, you (i) agree to these Terms of Use (and confirm that you have read and understood them fully) and (ii) if using the Services on behalf of a company, represent that you have express authority to bind that entity and that you are entering into the contract that is formed hereunder on that entity's sole behalf.

Kai generates custom market intelligence reports, curated and produced from: proprietary AI models, proprietary first-party brand data, market LLM aggregation, bought or subscribed external data, social and news listening, and publicly published available reports (any such report purchased by you pursuant to these Terms of Use being a "Report" and together the "Reports"). Reports are generated per order and are not identical across customers, though underlying sources and methodology may be shared.

• Fees are payable upfront in full before Report generation begins.
• All sales are final once generation has commenced, except where Kai misses its stated 48-hour SLA due to its own fault - in that case you may request a partial/full refund or expedited re-delivery, at Komerz's discretion.
• Future price changes do not apply retroactively.

Subject to full payment of the upfront fees, Komerz grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, internal-use license to use the Report(s) in accordance with the following:

• Internal business use only - no resale, sublicensing, redistribution, or publication to third parties without written consent.
• No use of any report, in whole or part, as an input to train, validate, fine-tune, or benchmark any AI system, model, or competing data product.
• Attribution to "Kai by Komerz" required for any authorized external citation.
• As further detailed in section 8, with Komerz retaining all intellectual property in the underlying data compilation, methodology, and models; you receive no ownership beyond this license.

Reports are AI-assisted and quality-reviewed but provided for informational and strategic guidance only - not legal, financial, or investment advice. Report inaccuracies may be flagged for review within 7 days of delivery; Komerz will review in good faith but does not guarantee every request results in a data change.

You will not: use the Services unlawfully or to infringe third-party rights; reverse-engineer, scrape, or extract Kai's underlying data, sources, or models; disassemble any portion of our products including, without limitation, by attempting to derive the structure or logic underlying any of our products; copy, modify or make any reproduction of any of our products in whole or in part; use bots/scripts to manipulate orders or pricing; misrepresent Kai findings as independently verified fact to investors or regulators without disclaimer; or interfere with, damage, or attack Kai's systems (including denial-of-service activity). Breach may result in suspension, order cancellation without refund, and legal action.

These Terms of Use grant access to the Services and, pursuant to section 5, the license to use the Reports. You are not granted a license to any software by these Terms of Use.

The Services and contents of the Reports are protected by intellectual property laws and belong to, and are the property of, us or our licensors (if any). We retain all ownership rights in the Services and the content of the Reports. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Reports, in whole or in part, by any means, except as expressly authorized in writing by us (and such authorization may by refused or withheld by us for any reason at our discretion).

'Komerz', 'Kai' and other marks that we use from time to time are our trademarks. You may not use any of these without our prior written permission (and such permission may by refused or withheld by us for any reason at our discretion).

Each party (the "Receiving Party") will keep the confidential information of the other party (the "Supplying Party") confidential. The Receiving Party shall not use the confidential information of the Supplying Party for any purpose outside the scope of these Terms of Use. The Receiving Party will inform its officers, employees and agents of the Receiving Party's obligations under the provisions of this section 9, and ensure that the Receiving Party's officers, employees and agents meet those obligations.

The obligations set out in this section will not apply to any information that (i) was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party, (ii) is, or becomes, publicly available through no fault on the part of the Receiving Party, (iii) is provided to the Receiving Party without restriction on disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure, (iv) was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party or (v) is required to be disclosed by order of a court of competent jurisdiction.

Kai reports may incorporate licensed, subscribed, or publicly available third-party data. Komerz takes reasonable steps to use credible, current sources but does not control or guarantee underlying third-party data accuracy, nor do we support, endorse or warranty any third-party website, product or service.

You hereby represent and warrant to us that you are the sole legal and beneficial owner of any data that you provide to us and, in providing such data to us, there has not been any unauthorised use, misappropriation or infringement of any third party's rights.

If you submit feedback, suggestions, or ideas about Kai's reports or Services, you agree such Submissions are non-confidential, become Komerz's property without obligation, compensation or attribution to you, and Komerz may use them freely including, without limitation, in further development of the Services.

THE SERVICES AND REPORTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." KOMERZ DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DOES NOT WARRANT ERROR-FREE, ACCURATE, OR UNINTERRUPTED DELIVERY.

KOMERZ'S TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. KOMERZ IS NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM RELIANCE ON REPORT CONTENT OR BUSINESS DECISIONS MADE USING IT.

NEITHER KOMERZ'S AFFILIATES NOR LICENSORS (IF ANY) (NOR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS) SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOSS, EXPENSE, DAMAGE, COSTS OR COMPENSATION (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL) WHICH MAY BE SUFFERED OR INCURRED BY YOU ARISING FROM OR IN ANY WAY CONNECTED WITH THE SERVICES OR ANY REPORT CONTENT. WE ALSO DISCLAIM ALL LIABILITY WITH RESPECT TO ANY THIRD-PARTY WEBSITES OR PRODUCTS THAT YOU MAY USE.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THE LIMITATIONS OF LIABILITY CONTAINED IN THESE TERMS OF USE, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

Any claim against Komerz must (i) arise directly from Komerz's breach of these Terms of Use and (ii) be brought against Komerz within one (1) week after the cause of action accrues (otherwise it is permanently barred).

You agree to indemnify and hold harmless Komerz Ltd., our Affiliates and licensors (if any) (and each of our and their respective directors, officers, employees, agents and service providers) from claims, loss, damages, or expenses arising from your breach of these Terms of Use, the representation and warranty in section 11 being incorrect in any way, any misuse of a report, or unauthorized redistribution of Kai content.

Subject to section 16 (Survival), Komerz may suspend or terminate your account if it is aware of, or suspects (in its sole opinion), any breach, fraud, or abuse, without refund. You may stop using the Services anytime; completed/in-progress report fees remain non-refundable except as per Section 4.

The following sections shall survive any expiration or termination of these Terms of Use: 1 (Definitions and Interpretation), 7 (Acceptable Use), 8 (Our Proprietary Rights), 9 (Confidentiality), 11 (Your Data), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Limitation on Time to File Claims), 16 (Indemnification), 18 (Survival) and 19 (Governing Law and Jurisdiction).

The validity, construction and performance of these Terms of Use, and any non-contractual obligations in connection with these Terms of Use, are governed by English law. The parties submit to the exclusive jurisdiction of the English courts in London, though Komerz may bring proceedings against you in your country of residence.

These Terms of Use, together with our Privacy Policy, constitute the entire agreement between you and Komerz regarding the Services, superseding prior understandings and all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in any acceptance or other website. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written public comments made by us regarding future functionality or features of the Services. We might make versions of these Terms of Use available in languages other than English. If we do, the English version of Terms of Use will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of Terms of Use.

Komerz may freely assign its rights and/or obligations these Terms of Use.

You will not assign or transfer any rights or obligations under these Terms of Use, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent (and such consent may be refused or withheld for any reason at our discretion).

These Terms of Use will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms of Use. Neither party will have, nor represent that it has, any authority to make any commitments on the other party's behalf.

If any provision of these Terms of Use is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from these Terms of Use and rendered ineffective as far as possible without modifying the remaining provisions of these Terms of Use, and will not in any way affect any other circumstances of or the validity or enforcement of Terms of Use.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Except as expressly provided in these Terms of Use, the rights and remedies provided under these Terms of Use are in addition to, and not exclusive of, any rights or remedies provided by law.

For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms of Use are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions.

Komerz may update these Terms at any time; material changes will be notified via email or in-product notice. Continued use constitutes acceptance by you.

orders@kaireports.com