Terms of Use

1. Eligibility; Age Restrictions

1.1 Minimum Age.

The Services are not intended for children under 13 years of age. You may not access or use the Services if you are under 13.

1.2 Users 13–17.

If you are between 13 and 17 years old, you may only use the Services:

• with the consent and under the supervision of a parent or legal guardian who accepts these Terms on your behalf; or
• as an authorized user of an organization (e.g., school, employer) that has accepted these Terms or a Separate Agreement.

1.3 Adults / Capacity.

To create an account in your own name and enter into these Terms directly with us, you must be at least 18 years old and have the legal capacity to contract.

1.4 Business / Professional Use.

The Services are intended primarily for business, professional, and advanced data analysis purposes. By creating an account, you represent that you are using the Services for business, professional, organizational, or similar non-household purposes. To the maximum extent permitted by law, you agree that your relationship with Kuvai will be governed by the commercial standards set forth in these Terms rather than consumer protection regimes intended for personal, family, or household use.

If, despite the foregoing, you are deemed to be a "consumer" under applicable law, then nothing in these Terms is intended to limit any non-waivable rights you may have under such law.

2. Accounts and Security

2.1 Account Registration.

You must provide accurate, current, and complete information during registration and keep your account information updated. You must not impersonate any person or entity or misrepresent your affiliation with any person or entity.

2.2 Account Security.

You are responsible for maintaining the confidentiality and security of your login credentials (including passwords, API keys, and tokens) and for all activity that occurs under your account. You must promptly notify us at support@kuvai.com of any actual or suspected unauthorized access, use, or security incident involving your account or the Services.

2.3 Our Rights.

We may suspend, restrict, or terminate your account or access to the Services if we reasonably believe that:

• you have violated these Terms or any applicable law;
• your account has been compromised;
• your use poses a security, legal, operational, or reputational risk to Kuvai, our providers, or other users; or
• such action is required by law or by a third-party provider.

3. Overview of the Services; Third-Party AI Models

3.1 Description.

Kuvai provides an AI-powered automation and analysis platform that utilizes large language models (LLMs), vectorization, and integration tools to analyze data, orchestrate workflows and "agents," and manage communications (including, where enabled, email, SMS, and voice).

3.2 Third-Party AI Models and Infrastructure.

To provide the Services, we utilize third-party AI and infrastructure providers (for example, OpenAI, Anthropic, Google Gemini, Amazon Web Services, Microsoft Azure, and others). You acknowledge and agree that:

• we may route your prompts, Customer Data, and related metadata through these third-party providers for processing (inference and related operations);
• while we abstract these models for ease of use, we do not control the underlying third-party models or infrastructure; and
• we may update, replace, or deprecate specific models, features, or providers at any time, and such changes will not constitute a material breach of these Terms.

Details of our current sub-processors and infrastructure providers may be described in our Privacy Policy or separate documentation and may change from time to time.

3.3 Accuracy, Limitations, and Hallucinations.

AI and LLMs are probabilistic systems. The Services and any AI-generated content, responses, recommendations, workflows, or other outputs ("Output") may:

• be inaccurate, incomplete, biased, or functionally incorrect ("hallucinations");
• not reflect the most current information, laws, or best practices; and
• behave unpredictably in edge cases or with ambiguous prompts.

You are solely responsible for reviewing, validating, and approving all Output before relying on it. The Services and Output do not constitute legal, medical, financial, tax, or other professional advice, and you should not rely on them as a substitute for advice from a qualified professional.

3.4 Beta and Pre-Release Features.

From time to time, we may invite you to try products, features, or agents that are designated as "Beta," "Preview," "Early Access," or "Experimental" ("Beta Services"). You acknowledge that Beta Services:

• are still under development and may contain bugs, errors, or significant feature gaps;
• may not be as secure or reliable as the main Services; and
• may be discontinued at any time.

Notwithstanding anything to the contrary in these Terms, Beta Services are provided "AS IS" and "AS AVAILABLE", without any warranties, service level commitments, or Kuvai indemnity obligations of any kind and without support, to the maximum extent permitted by law. Kuvai will have no liability for any harm or damage arising out of or in connection with a Beta Service.

3.5 Third-Party Integrations & Connected Accounts.

The Services may allow you to connect your Kuvai account to third-party systems, applications, APIs, or databases (e.g., CRMs, HRIS, ERPs, or file storage) directly or via our integration infrastructure partners (collectively, "Connected Accounts"). By connecting a Connected Account:

• Authority: You represent and warrant that you have the necessary rights, permissions, and authority to grant Kuvai access to the Connected Account and the data contained therein;
• Agency: You appoint Kuvai (and our authorized infrastructure partners) as your authorized agent to access, read, and write data to the Connected Account on your behalf, solely as required to provide the Services;
• API Limits & Volatility: You acknowledge that your use of Connected Accounts may be subject to API rate limits, quotas, or fees imposed by the third-party provider. Kuvai does not guarantee the continued availability of any specific integration. We may disable or deprecate an integration at any time if the third-party provider changes their API terms, technical requirements, or pricing; and
• Data Consistency: You acknowledge that data synced from Connected Accounts may be cached or stored by Kuvai to improve performance, and we are not responsible for discrepancies between the live data in your Connected Account and the cached data in the Services due to sync delays.

4. Plans, Subscriptions, and Payments

4.1 Free and Paid Plans.

Kuvai may offer:

• a free or trial plan with limited functionality, capacity, or support; and
• one or more paid subscription plans ("Subscriptions") with enhanced features and usage limits.

We may modify, limit, or discontinue free or trial plans at any time without notice.

4.2 Fees and Billing.

• Subscription fees and usage limits will be described at checkout or in an applicable order form.
• Fees are billed in advance for each billing period (e.g., monthly or annually).
• Unless required by applicable law, all fees are non-refundable, including if you downgrade or stop using the Services during a billing period.
• Fees are exclusive of applicable taxes; you are responsible for any sales, use, value-added, or similar taxes (other than taxes on our income).

4.3 Automatic Renewal.

Subscriptions automatically renew at the end of each billing period for the same term at the then-current rates unless you cancel prior to renewal via your account settings or as otherwise specified in an order form. By enrolling in a Subscription, you authorize us and our payment processors to charge your payment method for recurring fees and any applicable taxes.

4.4 Payment Failure.

If a payment fails or is reversed:

• we may downgrade your account to a free plan, throttle usage, or suspend access to part or all of the Services; and
• you remain responsible for promptly paying all amounts due.

5. Customer Data, Output, and Privacy

5.1 Customer Data.

"Customer Data" means any data, documents, prompts, files, configuration, or other information you or your users submit to, upload to, connect with, or otherwise make available through the Services (including via APIs, connectors, or integrations), as well as data retrieved from systems you connect to the Services.

5.2 Ownership of Customer Data.

As between you and Kuvai, you retain all right, title, and interest in and to your Customer Data, subject to the licenses granted in these Terms.

5.3 Ownership of Output.

Subject to your compliance with these Terms and payment of applicable fees, Kuvai hereby assigns to you all right, title, and interest that Kuvai may have in and to the Output generated by the Services in response to your inputs, solely as between you and Kuvai. For clarity:

• this assignment does not transfer any rights in or to the underlying models, software, platform, or pre-existing content used to generate such Output; and
• Output may be based on or incorporate third-party content or materials, and you are solely responsible for ensuring that your use of any Output complies with applicable laws and does not infringe third-party rights.

5.4 License to Kuvai & AI Training Policy.

You grant Kuvai and its affiliates a non-exclusive, worldwide, royalty-free license to host, store, process, vectorize, transmit, and display Customer Data as reasonably necessary to:

• provide, operate, maintain, and support the Services;
• secure and monitor the Services; and
• improve the performance, reliability, and user experience of the Services (for example, by using aggregated usage patterns to optimize workflow routing or UI).

Training Limitations: Kuvai does not use your Customer Data or Output to train the underlying third-party foundation models (such as those provided by OpenAI or Anthropic). We may use aggregated, de-identified data derived from Customer Data and usage for analytics, benchmarking, capacity planning, and improving Kuvai's internal systems, provided such data does not identify you or any individual.

5.5 Security & Compliance.

We maintain a security program designed to protect Customer Data and aligned with SOC 2 Type II standards. However:

• no system is perfectly secure, and we do not guarantee absolute security; and
• you are responsible for ensuring that your use of the Services (and your submission of Customer Data) complies with all laws and regulations applicable to you and your data (for example, relating to regulated health information, payment card data, children's data, or other highly sensitive categories).

You must not submit or connect data that is prohibited by our documentation or by a Separate Agreement.

Where Kuvai processes personal information as a "service provider," "processor," or similar role under applicable privacy or data protection laws (including, without limitation, the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA) and, where agreed in writing, the EU/UK GDPR), Kuvai's obligations in that capacity will be governed by the Privacy Policy and any applicable data processing addendum or Separate Agreement entered into with you.

6. Fair Use, Agentic Workflows, Outbound Communications, and Scraping

6.1 Fair Use & Usage Costs.

We apply a fair use policy to protect the stability and integrity of the Services. We may track and evaluate your usage (including compute, tokens, storage, and API calls) against plan limits and typical usage patterns for similar customers.

You are responsible for all costs associated with your account's usage, including usage resulting from misconfigured agents, infinite loops, or unintended automations.

If your usage materially exceeds (for example, more than 200% of) your historical average or the documented limits of your plan, Kuvai may:

• (a) immediately throttle, rate-limit, or suspend the applicable features or workflows;
• (b) require you to upgrade to a higher-tier plan or execute an order form for increased capacity; and
• (c) where overage pricing is disclosed for your plan in the Dashboard, order form, or pricing page, charge your payment method for such overages in accordance with that pricing.

For new accounts or accounts without a meaningful usage history, we may use reasonable benchmarks based on similar customers on the same tier.

6.2 Outbound Communications (Email, SMS, Voice).

If you use the Services to send or initiate email, SMS/text, voice calls, or other communications:

• Compliance: You are solely responsible for compliance with all applicable laws, regulations, and industry standards, including, as applicable, Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, the U.S. Telephone Consumer Protection Act (TCPA), and similar laws in other jurisdictions.
• Platform Policies: You must comply with the acceptable use policies and rules of downstream carriers and platforms (for example, Twilio's Acceptable Use Policy). Violations may result in immediate suspension of outbound channels or your account.
• Consent: You represent and warrant that you have obtained all necessary consents and authorizations (opt-ins) from recipients before messaging or calling them via the Services, and that you will honor all opt-out and unsubscribe requests.
• Content: You must not send spam, phishing messages, fraudulent content, or harassing or abusive communications using the Services.

We may perform reputation checks or require additional verification (e.g., domain or sender verification) and may restrict or suspend outbound communications to protect the platform or comply with carrier requirements.

6.3 Voice Cloning & Deepfakes.

You must not use the Services to:

• clone, simulate, or impersonate a person's voice, likeness, or identity without that person's explicit, written consent; or
• generate synthetic audio or media that falsely represents that it originates from, or is endorsed by, a real person, brand, or organization, particularly where such content is deceptive, harmful, or misleading.

We may immediately suspend or terminate your account if we reasonably believe you are using the Services for deceptive deepfakes, impersonation, or similar misconduct.

6.4 Agentic Liability.

The Services allow you to configure automated workflows and "Agents" that can take actions (for example, sending emails or SMS, placing voice calls, modifying or deleting database records or files, or updating third-party systems) autonomously or semi-autonomously ("Agentic Actions"). You acknowledge and agree that:

• all Agentic Actions are initiated and authorized by you, based on the configurations, prompts, rules, and permissions you design, enable, or approve;
• you control and are responsible for the permissions and access scopes you grant to Agents (for example, read-only vs. read/write access, deletion rights, or external messaging permissions);
• you are solely responsible for testing and reviewing Agents before deployment and for implementing human-in-the-loop or approval steps for high-risk actions; and
• you are solely responsible for any consequences of Agentic Actions taken under your account, including any deletion, modification, corruption, or disclosure of data, or any communications sent via your connected accounts.

To the maximum extent permitted by law, Kuvai is not liable for any loss, damage, or cost arising from Agentic Actions, including but not limited to unintended data deletion or modification, misdirected or erroneous communications, or excessive usage or charges triggered by your configuration or by AI behavior within Agents.

6.5 Web Scraping & Third-Party Interaction.

The Services may allow you to scrape, extract data from, or interact with third-party websites, applications, or online services ("Targets"). You represent and warrant that:

• you have the legal right and authority to access and extract data from such Targets using the Services;
• your use of the Services to interact with Targets will not violate any terms of service, contractual obligations, robots.txt directives, CAPTCHAs, rate limits, or technical access controls of the Targets; and
• you will not use the Services to harvest personal information (PII) from Targets without a lawful basis and, where required, the explicit consent of the data subjects.

Kuvai acts solely as a technical tool and does not control your selection of Targets. You assume full liability for any claims arising from your scraping or interaction with Targets, including claims of trespass to chattels, breach of contract, or infringement.

6.6 No Emergency Services.

The Services may support sending or receiving voice calls, SMS/text messages, or other communications. However, the Services are not a telephone service or replacement for traditional phone lines and cannot be used to contact or access 911, 112, 999, 000, or any other emergency services number or system ("Emergency Services"). You acknowledge and agree that:

• the Services do not support calls or messages to Emergency Services and may block or fail to complete any attempt to contact Emergency Services;
• you must not use or attempt to use the Services to contact Emergency Services; and
• you are responsible for ensuring that you and your users have access to traditional telephone services or other reliable means to contact Emergency Services.

To the maximum extent permitted by law, Kuvai will not be liable for any damages, injury, or death arising out of or relating to any attempt to contact Emergency Services using the Services or any failure or delay in doing so.

7. Acceptable Use

You agree that you will not, and will not permit any third party to:

• use the Services in violation of any applicable law, regulation, or third-party rights;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying models, or algorithms of the Services, except to the limited extent permitted by applicable law;
• use the Services to develop, train, or improve a competing AI model, platform, or service, except as expressly permitted by a Separate Agreement;
• use IP rotation, spoofing, VPNs, or other techniques to bypass rate limits, geographic restrictions, security controls, or bans imposed by third-party websites or by Kuvai;
• upload or transmit viruses, malware, or other malicious code;
• send spam, phishing, or fraudulent content;
• use the Services for high-risk activities where failure could reasonably be expected to lead to death, serious injury, or severe property or environmental damage; or
• engage in any conduct that, in Kuvai's reasonable judgment, could damage, disable, overburden, or impair the Services or interfere with others' use.

We may publish additional acceptable use or responsible AI use guidelines from time to time. Where applicable, such guidelines are incorporated into these Terms by reference and may be updated by us in our discretion.

8. Prohibited Activities

The following activities are prohibited under the Terms of Use:

8.1 Hate Speech and Discrimination.

Use the Services to promote violence, degradation, subjugation, discrimination, or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity.

8.2 Unauthorized Account Access.

Access another user's account without express permission from both the Company and that person.

8.3 Restricted Financial and Background Activities.

Employ the Services for debt collection, conducting hard background checks, or for any purpose covered by the Fair Credit Reporting Act (FCRA).

8.4 Government and Law Enforcement Restrictions.

Use the Services for any evidentiary purpose related to law enforcement or criminal prosecution, or to determine eligibility for a government license.

8.5 Surveillance and Intelligence Gathering.

Utilize the Services to benefit any government agency operating as an intelligence agency for the purpose of collecting and analyzing data on people.

8.6 Corporate Deception.

Engage in any activity designed to deceive or misrepresent your relationship with the Company.

8.7 Interference with User Experience.

Behave in any way that negatively impacts the experience of other users of the Services.

9. Intellectual Property

9.1 Kuvai IP.

Except for Customer Data and Output as set out in Sections 5.2 and 5.3, Kuvai and its licensors own all rights, title, and interest in and to the Services, including the Platform, software, models, vector search methodologies, documentation, designs, and all related intellectual property rights, whether registered or unregistered.

9.2 License to Use.

Subject to these Terms and any applicable Separate Agreement, Kuvai grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during your subscription term for your internal business and professional purposes.

9.3 Feedback.

If you provide suggestions, ideas, or feedback regarding the Services ("Feedback"), you grant Kuvai a worldwide, perpetual, irrevocable, royalty-free, fully sublicensable and transferable license to use, reproduce, modify, create derivative works from, and otherwise exploit the Feedback for any purpose without obligation or compensation to you.

10. Termination

10.1 By Kuvai.

We may suspend or terminate your access to the Services (in whole or in part) immediately, with or without notice, if:

• you violate these Terms or applicable law;
• your use of the Services causes or is reasonably likely to cause significant harm to the Services, to other users, or to our third-party providers; or
• we are required to do so by a court order, regulator, or third-party provider.

10.2 Termination for Platform Risk.

Kuvai may terminate these Terms and/or your access to the Services immediately, without notice, if your use of the Services:

• results in a suspension, ban, or material restriction on Kuvai's accounts with a critical third-party provider (for example, OpenAI or Twilio); or
• presents a material threat to the stability, security, or reputation of the Platform.

In such cases, any prepaid fees for the remainder of the term will not be refunded and may be retained by Kuvai to cover the risk and potential impact to the platform and third-party relationships, to the extent permitted by applicable law.

10.3 By You.

You may terminate your use of the Services at any time by cancelling your Subscription through your account settings or as otherwise specified by us. Termination will be effective at the end of the current billing period. Unless required by law, no refunds will be issued for partial billing periods.

10.4 Effect of Termination.

Upon termination or expiration:

• your right to access and use the Services will cease;
• we may delete or anonymize Customer Data in accordance with our data retention practices and applicable law; and
• any provisions of these Terms that by their nature should survive (including ownership, disclaimers, limitation of liability, and indemnification) will continue in effect.

11. Disclaimers

To the maximum extent permitted by law:

• The Services and all Output are provided "AS IS" and "AS AVAILABLE."
• Kuvai expressly disclaims all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, accuracy, reliability, or availability.
• We do not warrant that the Services will be error-free, uninterrupted, secure, or free of harmful components, or that any Output will be accurate, complete, or suitable for any particular purpose.
• The Services and Output do not constitute legal, tax, financial, medical, or other professional advice, and you should not rely on them as a substitute for professional advice.

Some jurisdictions do not allow the exclusion of certain warranties. In such cases, the scope and duration of any applicable warranties will be the minimum permitted under applicable law.

12. Limitation of Liability

12.1 Exclusion of Certain Damages.

In no event will Kuvai or its affiliates, officers, directors, employees, agents, licensors, or service providers (collectively, the "Kuvai Parties") be liable for any:

• indirect, incidental, consequential, special, or punitive damages;
• loss of profits, revenue, data, goodwill, or business opportunities; or
• cost of substitute goods or services,

arising out of or related to these Terms or your use of (or inability to use) the Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.

12.2 Liability Cap.

• For free plans: The total cumulative liability of the Kuvai Parties arising out of or related to these Terms or the Services will not exceed CAD $100.00.
• For paid Subscriptions: The total cumulative liability of the Kuvai Parties arising out of or related to these Terms or the Services will not exceed the total amount of fees paid by you to Kuvai for the Services in the three (3) months preceding the event giving rise to the claim.

12.3 Basis of the Bargain.

You acknowledge that the limitations in this Section are an essential basis of the bargain between you and Kuvai and will apply even if any limited remedy fails of its essential purpose.

Some jurisdictions do not allow limitations of liability for certain types of damages. In such cases, our liability will be limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Kuvai Parties from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

• your Customer Data;
• your use or misuse of the Services or Output;
• any Agentic Actions or automated workflows configured, enabled, or operated by you;
• your outbound communications (email, SMS, voice) or failure to obtain appropriate consents;
• your web scraping, data extraction, or interaction with third-party websites, applications, or services; or
• your breach of these Terms or any applicable law, regulation, or third-party rights.

We reserve the right, at our own cost, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

14. International Use & Data Residency

14.1 Processing Location.

Kuvai is a Canadian company. While we may utilize data centers (for example, AWS Canada) for storage of certain Customer Data, you acknowledge that processing (including inference by third-party LLMs) may occur in the United States or other jurisdictions where our providers operate.

14.2 GDPR / Restricted Regions.

The Services are currently designed for customers in North America. If you access or use the Services from the European Economic Area (EEA), the United Kingdom, or other jurisdictions with comprehensive data protection laws, you do so on your own initiative and are responsible for compliance with local laws.

We do not represent or warrant that the Services meet the requirements of the EU General Data Protection Regulation (GDPR), the UK GDPR, or any other foreign data protection regime unless we have entered into a Separate Agreement with you (such as a data processing addendum) that expressly states otherwise.

15. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any conflict-of-laws principles.

You and Kuvai agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, for all disputes arising out of or relating to these Terms or the Services, except that we may seek injunctive or equitable relief in any jurisdiction to protect our intellectual property or confidential information.

16. Miscellaneous

16.1 Entire Agreement; Order of Precedence.

These Terms, together with the Privacy Policy and any applicable Separate Agreement or order form, constitute the entire agreement between you and Kuvai regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications relating to the Services. In the event of a conflict between these Terms and a Separate Agreement, the Separate Agreement will control to the extent of the conflict.

16.2 Changes to These Terms.

We may update these Terms from time to time. When we do, we will update the "Last Updated" date at the top of this page and may provide additional notice (e.g., via email or in-product notifications). Your continued use of the Services after updated Terms become effective constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Services.

16.3 Assignment.

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms (in whole or in part) without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

16.4 No Waiver.

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Kuvai.

16.5 Severability.

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

16.6 Force Majeure.

We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, Internet or telecommunications failures, or failures of third-party providers.

16.7 Language.

These Terms are drafted in English. If translated into other languages, the English version will prevail in the event of any inconsistency.

16.8 Contact.

If you have any questions about these Terms or the Services, please contact:

Kuvai Inc. d/b/a Kuvai
325 Front Street West, 2nd Floor, Box 47
Toronto, Ontario, M5V 2Y1, Canada
Email: support@kuvai.com
Website: https://www.kuvai.com