Terms of Service
Oct 25, 2025
Welcome to Kaigen Labs. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Kaigen.inc, a Delaware corporation ("Kaigen Labs," "we," "our," or "us"), governing your access to and use of our voice AI automation services, website (kaigenlabs.com), dashboard, APIs, and related platforms (collectively, the "Services").
IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES. BY ACCESSING OR USING THE SERVICES, CREATING AN ACCOUNT, OR CLICKING "I ACCEPT," YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.
These Terms incorporate by reference our Privacy Policy, available at kaigenlabs.com/legal-pages/privacy-policy, and any applicable Data Processing Agreement (DPA) or Business Associate Agreement (BAA). If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.
1. Acceptance and Modifications
1.1 Acceptance of Terms
By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and all applicable laws and regulations. Your continued use of the Services constitutes ongoing acceptance of these Terms as they may be modified from time to time.
1.2 Modifications to Terms
We reserve the right to modify, amend, or update these Terms at any time. When we make material changes, we will:
Update the "Effective Date" at the top of these Terms
Provide at least 30 days' advance notice via email to your account email address and/or prominent notice on our website or dashboard
For significant changes that materially affect your rights or obligations, we may require your affirmative acceptance before the changes take effect
Your continued use of the Services after the effective date of modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Services and may terminate your account as provided in Section 11.
1.3 Entire Agreement
These Terms, together with our Privacy Policy and any applicable DPA, BAA, or executed Service Agreement, constitute the entire agreement between you and Kaigen.inc regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral, regarding the subject matter herein.
2. Definitions
For purposes of these Terms:
"Client Data" means any data, content, information, or materials that you or your end users provide, upload, transmit, or generate through the Services, including voice recordings, call transcripts, customer information, and business data.
"Documentation" means user guides, manuals, API documentation, and other technical materials provided by Kaigen Labs relating to the Services.
"End Users" means individuals who interact with the Services through voice calls, SMS, WhatsApp, email, or other channels as configured by you.
"Intellectual Property Rights" means all intellectual property rights worldwide, including patents, copyrights, trademarks, trade secrets, and other proprietary rights.
"Subscription Term" means the period during which you have an active subscription to the Services.
3. Description of Services
Kaigen Labs provides AI-powered voice automation and multi-channel communication services, including:
3.1 Core Services
Voice AI Automation: Inbound and outbound voice calling powered by artificial intelligence, including voice receptionist, lead qualification, appointment scheduling, and call routing
Multi-Channel Automation: Automated communication across phone, WhatsApp, SMS, and email with unified workflows
Consultation and Implementation: Initial consultation, workflow design, system implementation, and configuration services
Fully Managed Solution: Ongoing hosting, maintenance, monitoring, and optimization of your voice AI systems
Dashboard and Analytics: Real-time and historical reporting on call minutes, costs, bookings, qualification rates, CSAT scores, and other metrics
Integrations: Connectivity with CRM systems (HubSpot, Salesforce, etc.), calendars, helpdesk platforms, and other third-party services you authorize
3.2 Service Delivery Model
The Services are provided as a fully managed, cloud-based software-as-a-service (SaaS) solution. We handle all infrastructure, AI model deployment, telephony provisioning, and technical operations. You access the Services through our dashboard, APIs, and configured phone numbers.
3.3 Beta Features and Changes
We may offer beta, pilot, or experimental features ("Beta Features") from time to time. Beta Features are provided "AS IS" without warranty and may be modified or discontinued at any time without notice. We reserve the right to modify, enhance, discontinue, or add features to the Services at our discretion. We are not obligated to maintain any specific feature indefinitely.
4. Account Registration and Eligibility
4.1 Eligibility
To use the Services, you must:
Be at least 18 years of age
Have the legal capacity to enter into binding contracts
Not be prohibited from using the Services under applicable law
If representing an entity, have authority to bind that entity to these Terms
Not be located in, or a national or resident of, any country subject to U.S. government embargo or designated as a "terrorist supporting" country
4.2 Account Registration
To access the Services, you must create an account by providing accurate, complete, and current information, including:
Full legal name and company name (if applicable)
Valid email address
Phone number
Billing information
You agree to update your account information promptly if it changes. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
4.3 Account Security
You must:
Use a strong, unique password
Enable multi-factor authentication where available
Not share your account credentials with anyone
Notify us immediately at support@kaigenlabs.com if you suspect unauthorized access to your account
You are solely responsible for any unauthorized use of your account that results from your failure to maintain the security of your credentials.
5. Acceptable Use and Client Responsibilities
5.1 Compliance with Laws
You agree to use the Services in compliance with all applicable federal, state, local, and international laws, regulations, and industry standards, including but not limited to:
Telephone Consumer Protection Act (TCPA)
Telemarketing Sales Rule (TSR)
National Do Not Call Registry requirements
State do-not-call laws
CAN-SPAM Act
State and federal call recording laws
Biometric privacy laws (BIPA, etc.)
Data protection and privacy laws (GDPR, CCPA, etc.)
Industry-specific regulations applicable to your business (HIPAA, GLBA, etc.)
5.2 TCPA and Telemarketing Compliance
YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH THE TCPA AND ALL TELEMARKETING LAWS. You acknowledge and agree that:
You must obtain prior express written consent before using our Services to make marketing or promotional calls to individuals
You are responsible for maintaining and honoring the National Do Not Call Registry and any state DNC lists
You must configure our DNC suppression features appropriately
You must not use our Services to make unsolicited calls, spam, or engage in any telemarketing activity that violates TCPA or other applicable laws
You are responsible for obtaining all necessary consents for call recording as required by applicable state laws (including two-party consent states)
Violations of TCPA may result in significant statutory damages, and you agree to indemnify Kaigen Labs for any claims arising from your non-compliance (see Section 10)
5.3 Prohibited Uses
You may not use the Services to:
Violate any applicable law, regulation, or third-party right
Make unsolicited calls, spam, or harassment
Engage in fraudulent, deceptive, or illegal activities
Impersonate any person or entity or falsely state or misrepresent your affiliation
Transmit viruses, malware, or other malicious code
Interfere with or disrupt the Services or servers/networks connected to the Services
Attempt to gain unauthorized access to the Services, other accounts, or systems
Reverse engineer, decompile, or disassemble any portion of the Services
Use the Services for benchmarking or competitive analysis
Scrape, crawl, or use automated means to access the Services except through our APIs as documented
Remove, obscure, or alter any proprietary notices on the Services
Use the Services in any way that could damage our reputation or brand
Make calls regarding illegal products or services, hate speech, harassment, adult content, or other prohibited content
5.4 Content Responsibility
You are solely responsible for all content transmitted through the Services, including call scripts, voicemail drops, SMS/WhatsApp messages, and any other communications. You represent and warrant that you have all necessary rights, licenses, and permissions to use such content and that it does not violate any third-party rights or applicable laws.
5.5 Service Configuration
You are responsible for:
Configuring the Services appropriately for your use case and compliance requirements
Setting up appropriate consent mechanisms, opt-out procedures, and call recording notifications
Providing accurate business information, scripts, and workflows
Reviewing and approving AI-generated outputs before deployment
Monitoring call quality, accuracy, and compliance
Training your team on proper use of the Services
5.6 Prohibited Data Types
Unless you have executed a separate agreement with us (e.g., Business Associate Agreement for HIPAA):
Do NOT process Protected Health Information (PHI) subject to HIPAA through the Services
Do NOT collect payment card information (credit card numbers, CVV codes) via voice calls. Our Services are not PCI DSS compliant for voice-based payment collection
Notify us in advance if you intend to process other regulated data types (GLBA financial data, etc.)
Violation of these restrictions may result in immediate suspension or termination of your account.
6. Subscription, Fees, and Payment
6.1 Pricing Structure
Our pricing typically consists of three components:
Setup Fee: One-time fee for initial consultation, implementation, and configuration
Platform Fee: Recurring monthly or annual subscription fee for access to the Services, including dashboard, managed infrastructure, and support
Usage Fees: Variable fees based on consumption of voice minutes, SMS/WhatsApp messages, and other metered resources, charged at transparent pass-through rates
Specific pricing is provided in your Service Agreement, order form, or dashboard. We reserve the right to modify pricing with 30 days' advance notice.
6.2 Payment Terms
Payment Method: You must provide a valid payment method (credit card, ACH, wire transfer) and keep it current
Billing Cycle: Platform fees are billed monthly or annually in advance. Usage fees are billed monthly in arrears based on actual consumption
Auto-Renewal: Subscriptions automatically renew for successive periods of the same duration unless you cancel at least 30 days before the end of the current term
Authorization: By providing a payment method, you authorize us to charge all fees when due, including recurring platform fees and variable usage fees
Currency: All fees are in U.S. Dollars (USD) unless otherwise specified
6.3 Late Payment and Suspension
If payment is not received when due:
We may charge late fees of 1.5% per month (or the maximum allowed by law, whichever is less)
We may suspend access to the Services after 10 days' notice
You remain responsible for all fees incurred during suspension
We may terminate your account after 30 days of non-payment
You are responsible for all costs of collection, including reasonable attorneys' fees
6.4 Taxes
All fees are exclusive of applicable taxes (sales tax, VAT, GST, etc.). You are responsible for paying all taxes associated with your use of the Services, except for taxes based on Kaigen Labs' net income. If we are required to collect or pay taxes, such amounts will be invoiced to you.
6.5 Refund Policy
Setup Fees: Non-refundable once work has commenced
Platform Fees: Non-refundable. If you cancel mid-term, you are responsible for fees through the end of the then-current term
Usage Fees: Non-refundable. You are billed for actual consumption
Disputes: If you dispute any charges, you must notify us within 30 days of the invoice date. Undisputed amounts remain due and payable
6.6 Price Changes
We may change pricing with 30 days' advance notice. Price changes will apply to renewals after the notice period. If you do not agree to the new pricing, you may terminate your subscription before the price change takes effect.
7. Intellectual Property Rights
7.1 Kaigen Labs Intellectual Property
As between you and Kaigen Labs, we own all right, title, and interest in and to the Services and all related technology, software, AI models, algorithms, documentation, trademarks, and other intellectual property ("Kaigen IP"). The Services are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.
Kaigen IP includes, without limitation:
The voice AI platform, software, and infrastructure
AI models, machine learning algorithms, and training methodologies
Dashboard, APIs, and user interfaces
Documentation, methodologies, and processes
Trademarks, logos, and branding ("Kaigen Labs," "Kaigen," and related marks)
Aggregated, anonymized, and de-identified data derived from use of the Services across all clients
7.2 License to Use the Services
Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to:
Access and use the Services for your internal business purposes
Access and use the Documentation in connection with your use of the Services
This license does not include any right to:
Sublicense, resell, or distribute the Services to third parties
Modify, adapt, or create derivative works of the Services
Reverse engineer, decompile, or disassemble the Services
Use the Services for the benefit of any third party (except End Users as part of your authorized use)
7.3 Client Data Ownership
You retain all ownership rights to your Client Data. As stated in our Privacy Policy, we process Client Data solely as your service provider to deliver the Services. We claim no ownership over your Client Data, including voice recordings, call transcripts, customer information, and business data.
By using the Services, you grant us a limited, worldwide, non-exclusive license to use, process, store, and transmit Client Data solely to:
Provide the Services to you
Maintain, improve, and support the Services
Comply with applicable laws
Enforce these Terms
This license terminates when you delete Client Data or upon termination of your account, except to the extent we are required to retain Client Data to comply with legal obligations.
7.4 No Training on Client Data
As stated in our Privacy Policy: We do NOT use your Client Data to train our AI models. Your data is strictly isolated and confidential. We may use aggregated, anonymized, and de-identified data (that cannot reasonably identify you or your business) for analytics and service improvement, but such data does not constitute your Client Data or personal information.
7.5 Feedback and Suggestions
If you provide us with feedback, suggestions, or ideas about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.
7.6 Trademark Usage
You may not use Kaigen Labs' trademarks, logos, or branding without our prior written consent. We may display your company name and logo as a customer reference on our website or marketing materials unless you opt out by notifying us at support@kaigenlabs.com.
8. Data Processing, Privacy, and Security
8.1 Privacy Policy
Our collection, use, and protection of personal information is governed by our Privacy Policy, available at kaigenlabs.com/legal-pages/privacy-policy, which is incorporated into these Terms by reference. By using the Services, you consent to our data practices as described in the Privacy Policy.
8.2 Data Processing Agreement (DPA)
If you are subject to the GDPR, UK GDPR, or other data protection laws that require a data processing agreement, we will provide a DPA that includes Standard Contractual Clauses (SCCs) upon request. Contact support@kaigenlabs.com to request a DPA.
8.3 Business Associate Agreement (BAA)
If you intend to use the Services to process Protected Health Information (PHI) subject to HIPAA, you must execute a Business Associate Agreement (BAA) before processing PHI. Contact support@kaigenlabs.com to request a BAA. Do not use the Services to process PHI without a signed BAA in place.
8.4 Security
We implement industry-standard security measures to protect Client Data, as described in our Privacy Policy (Section 7B). However, no system is completely secure. You acknowledge that you use the Services at your own risk and that we cannot guarantee absolute security.
8.5 Data Deletion
Upon termination of your account, we will delete or anonymize your Client Data within 90 days, except to the extent we are required to retain it to comply with legal obligations, resolve disputes, or enforce these Terms.
9. Service Level and Support
9.1 Uptime Commitment
We use commercially reasonable efforts to make the Services available 24/7. However, we do not guarantee any specific uptime or availability percentage unless otherwise specified in a separate Service Level Agreement (SLA) for enterprise clients.
9.2 Scheduled Maintenance
We may perform scheduled maintenance that temporarily interrupts the Services. We will provide advance notice of scheduled maintenance when reasonably practicable. Emergency maintenance may be performed without advance notice.
9.3 Service Interruptions
The Services may be temporarily unavailable due to:
Scheduled or emergency maintenance
Third-party service provider failures (cloud infrastructure, telephony carriers, etc.)
Force majeure events (see Section 16)
Your breach of these Terms (suspension or termination)
We are not liable for any interruption of the Services except as expressly provided in a separate SLA.
9.4 Support
We provide email support at support@kaigenlabs.com during normal business hours (9 AM - 5 PM Eastern Time, Monday - Friday, excluding holidays). Response times vary based on issue severity and your subscription tier. Enterprise clients may receive enhanced support as specified in their Service Agreement.
10. Warranties and Disclaimers
10.1 Mutual Warranties
Each party represents and warrants that:
It has the legal power and authority to enter into these Terms
Execution of these Terms does not violate any other agreement to which it is a party
It will comply with all applicable laws in connection with its performance under these Terms
10.2 Client Warranties
You represent and warrant that:
You have all necessary rights, licenses, and permissions to use Client Data with the Services
Your use of the Services will comply with all applicable laws, including TCPA, telemarketing laws, privacy laws, and industry-specific regulations
You will obtain all necessary consents from End Users for call recording, data processing, and other activities conducted through the Services
Client Data does not and will not infringe, violate, or misappropriate any third-party rights
10.3 DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAIGEN LABS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
WARRANTIES REGARDING ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICES
WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
WARRANTIES REGARDING AI ACCURACY, RESULTS, OR OUTCOMES
10.4 AI and Machine Learning Disclaimers
YOU ACKNOWLEDGE AND AGREE THAT:
The Services use artificial intelligence and machine learning technologies that may produce inaccurate, incomplete, or inappropriate outputs ("hallucinations" or errors)
AI-generated responses, call transcripts, summaries, and analytics may contain errors and should be reviewed before reliance
We do not guarantee that the AI will always produce accurate, appropriate, or compliant outputs
You are responsible for implementing human oversight, review, and quality assurance processes appropriate for your use case
We do not guarantee any specific results, outcomes, ROI, conversion rates, or business performance from use of the Services
10.5 Regulatory Compliance Disclaimer
While we provide tools and features designed to facilitate compliance with applicable laws (TCPA, DNC, call recording consent, etc.), you are solely responsible for ensuring your use of the Services complies with all applicable laws and regulations. We do not provide legal advice or guarantee that use of the Services will result in compliance with any particular law or regulation.
10.6 Third-Party Services Disclaimer
The Services integrate with and rely on third-party services (cloud providers, telephony carriers, CRM platforms, etc.). We are not responsible for the performance, availability, or security of third-party services. Third-party services are subject to their own terms and privacy policies.
11. Limitation of Liability
11.1 Cap on Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAIGEN LABS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:
(A) THE TOTAL FEES PAID BY YOU TO KAIGEN LABS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR
(B) ONE THOUSAND U.S. DOLLARS ($1,000 USD)
11.2 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KAIGEN LABS BE LIABLE FOR ANY:
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOST PROFITS, REVENUE, SALES, OR BUSINESS OPPORTUNITIES
LOSS OF DATA, GOODWILL, OR REPUTATION
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
BUSINESS INTERRUPTION OR LOSS OF USE
EVEN IF KAIGEN LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED.
11.3 Exceptions to Limitations
The limitations in Sections 11.1 and 11.2 do not apply to:
Your obligations to pay fees
Your indemnification obligations under Section 12
Liability arising from gross negligence, willful misconduct, or fraud
Liability that cannot be excluded or limited under applicable law
Violations of intellectual property rights
11.4 Basis of the Bargain
You acknowledge that the limitations of liability in this Section 11 are fundamental elements of the basis of the bargain between you and Kaigen Labs, and that we would not be able to provide the Services on an economically reasonable basis without these limitations.
12. Indemnification
12.1 Client Indemnification
You agree to indemnify, defend, and hold harmless Kaigen Labs, its affiliates, and their respective officers, directors, employees, agents, and contractors ("Kaigen Indemnitees") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
TCPA Violations: Your violation of the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), or other telemarketing laws, including claims related to unsolicited calls, inadequate consent, DNC violations, or improper use of automated dialing systems
Call Recording Violations: Your violation of state or federal call recording laws, including failure to obtain required consent in two-party consent states
Privacy Law Violations: Your violation of GDPR, CCPA, biometric privacy laws (BIPA), or other data protection and privacy laws
Client Data: Any claim that Client Data infringes, violates, or misappropriates any third-party intellectual property or other rights
Content and Communications: Any claim related to content you transmit through the Services, including defamation, harassment, or illegal content
Your Use of the Services: Your breach of these Terms, violation of applicable law, or negligent or wrongful conduct in connection with the Services
End User Claims: Claims by End Users related to your use of the Services, including claims of harassment, fraud, or violation of their rights
Regulatory Violations: Violations of industry-specific regulations applicable to your business (HIPAA, GLBA, etc.) arising from your use of the Services
12.2 Kaigen Labs Indemnification
Kaigen Labs agrees to indemnify, defend, and hold you harmless from third-party claims alleging that the Services, when used in accordance with these Terms, infringe or misappropriate such third party's intellectual property rights, subject to the following conditions:
You promptly notify us in writing of the claim
We have sole control over the defense and settlement of the claim
You provide reasonable cooperation in the defense
This indemnification does not apply to claims arising from: (a) your modification of the Services; (b) your use of the Services in violation of these Terms; (c) your combination of the Services with other products or services; or (d) Client Data.
If we believe the Services infringe, we may at our option: (i) obtain the right for you to continue using the Services; (ii) replace or modify the Services to be non-infringing; or (iii) terminate your subscription and refund prepaid fees for the remainder of the term.
THIS SECTION 12.2 STATES KAIGEN LABS' SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
12.3 Indemnification Procedure
The indemnified party will:
Promptly notify the indemnifying party in writing of the claim
Allow the indemnifying party sole control over the defense and settlement (provided settlement does not admit liability or impose obligations on the indemnified party without consent)
Provide reasonable cooperation and assistance in the defense
Failure to promptly notify does not relieve the indemnifying party except to the extent it is materially prejudiced.
13. Term and Termination
13.1 Subscription Term
The initial Subscription Term begins on the date you first access the Services and continues for the period specified in your Service Agreement or order form (typically monthly or annually). Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term, the Subscription Term will automatically renew for successive periods of the same duration.
13.2 Termination for Convenience
By You: You may terminate your subscription at any time by providing 30 days' written notice to support@kaigenlabs.com. You remain responsible for all fees through the end of the then-current Subscription Term. No refunds will be provided for fees already paid
By Us: We may terminate your subscription with 30 days' written notice. If we terminate for convenience (not for cause), we will refund any prepaid fees for the portion of the Subscription Term after the effective date of termination
13.3 Termination for Cause
Either party may terminate these Terms immediately upon written notice if:
The other party materially breaches these Terms and fails to cure within 10 days after written notice (or immediately if the breach is not curable)
The other party becomes insolvent, files for bankruptcy, or ceases business operations
Additionally, we may suspend or terminate your access immediately without notice if:
Your use of the Services violates these Terms, applicable law, or poses a security risk
Your account is 30+ days past due on payment
We receive legal process or government requests requiring termination
We are required to do so to comply with law or to avoid harm to us or third parties
13.4 Effect of Termination
Upon termination or expiration of these Terms:
Access Termination: Your right to access and use the Services immediately terminates
Data Retrieval: You have 30 days to retrieve your Client Data via available export mechanisms. After 30 days, we may delete your Client Data
Data Deletion: We will delete or anonymize your Client Data within 90 days after termination, except to the extent required to retain it for legal compliance, dispute resolution, or contract enforcement
Payment Obligations: You remain obligated to pay all fees incurred prior to termination, including usage fees accrued through the termination date
No Refunds: Except as expressly provided in Section 13.2, no refunds will be provided upon termination
13.5 Survival
The following provisions survive termination or expiration of these Terms: Sections 7 (Intellectual Property), 8 (Data Processing - to the extent necessary), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13.4 (Effect of Termination), 13.5 (Survival), 14 (Dispute Resolution), and any other provisions that by their nature should survive.
14. Dispute Resolution
14.1 Informal Resolution
Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") informally by contacting each other and negotiating in good faith for at least 30 days.
14.2 Binding Arbitration
IF THE PARTIES CANNOT RESOLVE A DISPUTE INFORMALLY, ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT AS PROVIDED IN SECTION 14.4.
Arbitration Rules: Arbitration will be administered by JAMS (Judicial Arbitration and Mediation Services) under its Comprehensive Arbitration Rules and Procedures (or Streamlined Arbitration Rules if the amount in dispute is less than $250,000), available at www.jamsadr.com
Arbitrator: The arbitrator will be selected pursuant to JAMS rules. The arbitrator (not a judge or jury) will resolve the Dispute
Location: Arbitration will be conducted in Wilmington, Delaware (if in-person) or via videoconference or telephone if the parties agree
Governing Law: The arbitrator will apply the substantive law of the State of Delaware (excluding its conflicts of law rules) and applicable federal law
Award: The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator's decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction
Costs: Each party will bear its own costs and attorneys' fees, except that the arbitrator may award fees and costs to the prevailing party if permitted by law
Confidentiality: The arbitration proceedings and award will be kept confidential except as required by law or to enforce the award
14.3 CLASS ACTION WAIVER
YOU AND KAIGEN LABS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision (Section 14.2) will be null and void, and the Dispute will be resolved in court as provided in Section 14.5.
14.4 Exceptions to Arbitration
Notwithstanding Section 14.2, either party may:
Bring an individual action in small claims court if the claim qualifies
Seek injunctive or equitable relief in court to prevent infringement of intellectual property rights, breach of confidentiality obligations, or other irreparable harm
14.5 Governing Law and Venue
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles. If arbitration does not apply (per Section 14.4 or if the arbitration provision is found unenforceable), any legal action or proceeding arising out of or related to these Terms will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you consent to the personal jurisdiction of such courts.
14.6 Opt-Out of Arbitration
You may opt out of the arbitration agreement by sending written notice to Kaigen.inc, Attn: Legal Department, 208 RiverCrest Drive, Phoenixville, PA 19460, within 30 days of first accepting these Terms. The notice must include your name, address, email, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, Disputes will be resolved in court as provided in Section 14.5.
15. Third-Party Services and Integrations
15.1 Third-Party Services
The Services integrate with and rely on third-party services, including:
Cloud infrastructure providers (AWS, Google Cloud, Azure)
Telephony and communication providers (for voice calls, SMS, WhatsApp)
CRM platforms (HubSpot, Salesforce, etc.)
Calendar systems (Google Calendar, Microsoft Outlook, etc.)
Helpdesk platforms (Zendesk, Freshdesk, Intercom, etc.)
Payment processors (Stripe)
15.2 Third-Party Terms
Your use of third-party services through our platform may be subject to the third parties' own terms of service and privacy policies. You are responsible for reviewing and complying with such third-party terms. We are not a party to your relationship with third-party service providers.
15.3 No Liability for Third-Party Services
We are not responsible or liable for:
The availability, performance, or security of third-party services
Actions or omissions of third-party service providers
Loss of data or service interruptions caused by third parties
Third-party fees or charges
Compliance of third-party services with applicable laws
15.4 Integration Authorization
When you authorize integrations with third-party services, you grant us permission to access and share data with those services as necessary to provide the integration functionality. You can revoke integrations at any time through your dashboard settings.
16. General Provisions
16.1 Force Majeure
Neither party will be liable for any delay or failure to perform any obligation under these Terms due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials ("Force Majeure Event"). The affected party will promptly notify the other party and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than 30 days, either party may terminate these Terms upon written notice.
16.2 Export Compliance
The Services and underlying technology may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and regulations, including the Export Administration Regulations (EAR) and sanctions programs administered by the Office of Foreign Assets Control (OFAC). You represent that you are not:
Located in, or a national or resident of, any country subject to U.S. government embargo
Designated on any U.S. government list of prohibited or restricted parties (e.g., OFAC Specially Designated Nationals List)
You will not access or use the Services in violation of any export embargo, prohibition, or restriction.
16.3 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, without our prior written consent. Any attempted assignment in violation of this provision is void. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, or to any affiliate, without your consent. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties' respective successors and permitted assigns.
16.4 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent, or if that is not possible, severed from these Terms.
16.5 Waiver
No waiver of any provision of these Terms will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly provided in writing. A party's failure to enforce any provision does not waive its right to enforce that provision or any other provision in the future.
16.6 Notices
All notices under these Terms must be in writing and will be deemed given:
When delivered personally
When sent by confirmed email
Three days after being sent by certified or registered mail, return receipt requested
One day after being sent via reputable overnight courier
Notices to Kaigen Labs must be sent to: Kaigen.inc, Attn: Legal Department, 208 RiverCrest Drive, Phoenixville, PA 19460, or support@kaigenlabs.com. Notices to you will be sent to the email address associated with your account.
16.7 Independent Contractors
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, sales representative, or employment relationship. Neither party has the authority to bind the other or to incur obligations on the other's behalf without prior written consent.
16.8 No Third-Party Beneficiaries
These Terms are for the sole benefit of you and Kaigen Labs and do not confer any rights or remedies upon any other person or entity, except as expressly provided (e.g., indemnified parties).
16.9 Headings
Section headings are for convenience only and do not affect the interpretation of these Terms.
16.10 Counterparts
These Terms may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures have the same legal effect as original signatures.
17. Contact Information
If you have questions, concerns, or requests regarding these Terms, please contact us:
Kaigen.inc
Legal Department
208 RiverCrest Drive
Phoenixville, PA 19460
United States
Email: support@kaigenlabs.com
Website: kaigenlabs.com
For Legal Notices: Send to the address above, Attn: Legal Department, or email support@kaigenlabs.com with subject line "Legal Notice."
These Terms of Service were last updated on October 25, 2025.
© 2025 Kaigen.inc. All rights reserved.
By using the Services, you acknowledge that you have read and understood these Terms and agree to be bound by them.