These terms of service, together with any documents and additional terms they incorporate by reference (collectively, these “Terms”), are entered into between Kaizer Labs, Inc. (the “Company,” “we,” “us,” and “our”) and you or the company or other legal entity that you represent (“Customer,” “you,” or “your”).
Please read these Terms carefully as they govern your use of our site located at https://www.kaizer.ai/ and all associated sites (the “Website”) and our Services (defined below) and describe your access to and use of the Website and Services, including any content, functionality, and services offered on or through, and any other media form, media channel, mobile application linked, or otherwise connected to the Website or Services. By accessing or using any part of the Website or the Services or upon the Effective Date of the Order Form, you accept and agree to be bound by these Terms and our Privacy Policy found at https://www.kaizer.ai/privacy-policy, incorporated herein by reference. If you do not agree to these Terms, you must not access the Website or use our Services. We reserve the right to make changes or modifications to these Terms from time to time with or without notice. Your continued use of the Website and/or Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Services; Access and Use
The Company enables users to access and use open source documentation and software and related services, including (without limitation) resources, data management software for distributed computing platforms and distributed applications and networks, consulting services within distributed platforms, and data management software as a service offering and computation services, information about the decentralized network of node operators that are selling usage of specific data via data feeds, APIs, and various offchain payment capabilities directly to smart contracts integrating Company software (“Kaizer AI”) or other blockchain networks (collectively, the “Services”). Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with these Terms and the Order Form. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder. Customer shall be responsible for each Authorized User’s compliance with these Terms and any breach by an Authorized User of these Terms shall constitute a breach by Customer. Customer Affiliates may purchase the Services by executing an Order Form which is governed by these Terms. This will establish a new and separate agreement between the Customer Affiliate and the Company. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
Customer acknowledges and agrees that Kaizer AI is a decentralized network. Accordingly, Customer hereby waives and disclaims all claims against the Company with respect to nodes for which the Company is not the node operator at the time the claim arises.
Some Services offered by us require payment or otherwise involve the use of an underlying blockchain or other decentralized or permissioned infrastructure (“Blockchain Technology”), which may require that you pay a fee such as “gas” charges on the Ethereum network or other networks, for the computational resources required to perform a transaction on the particular Blockchain Technology (“Charges”). Once transaction details have been submitted to Kaizer AI or other networks, we cannot assist you to cancel or otherwise modify your transaction or transaction details. You acknowledge and agree that the Company has no control over any Blockchain Technology transactions, and any payments made for any Charges, and does not have the ability to facilitate any cancellation or modification requests. Accordingly, you must ensure that you have a sufficient balance of the applicable Blockchain Technology network tokens stored at your Blockchain Technology-compatible wallet address (“Blockchain Technology Address”) to complete any transaction on Kaizer AI or the Blockchain Technology before initiating such a transaction. Kaizer AI is only capable of supporting certain digital currency, cryptocurrency, or Tokens (defined below), as designated by us.
Representations and Warranties; Conditions
You hereby represent and warrant that (i) you are at least 18 years of age and have the legal authority as an individual or to bind the company you represent to these Terms; (ii) you have the full power and authority to enter into, and perform any obligations under, these Terms; and (iii) the execution, delivery, and performance of these Terms will not conflict with your charter, bylaws, or any agreement, order or judgment to which you are bound; and (iv) these Terms constitute the valid, legal, binding obligation of you or the company you represent and are fully enforceable in accordance with its terms. By accepting these Terms, you represent and warrant that the use of this Website or the Services do not violate any statute, law, ordinance, common law, regulation, rule, code, order, constitution, treaty, judgment, or any regulation of any federal, state, local or foreign government which applies to the Website or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”).
As a condition to accessing or using the Services, you represent, warrant, and agree that you: (i) will only use the Services and the Website for lawful purposes and in accordance with these Terms; (ii) will ensure that all information that you provide is correct, current, and complete at all times; (iii) will maintain the security and confidentiality of access to your Blockchain Technology Address; (iv) will identify and assess the accuracy, availability, and quality of data that you choose to consume via Kaizer AI; and (v) agree (A) that no Indemnified Party (defined below) will be responsible for any loss or damage incurred as the result of any interactions you have with other users of the Services or Kaizer AI, including the loss of any amount of any tokens or other unit of value (“Tokens”); and (B) if there is a dispute between you and any other site or other user, no Indemnified Party will be under any obligation to become involved. It is vital that you keep a backup of all Blockchain Technology Address credentials, including your passphrases, identifiers, backup phrases, private keys, and network addresses (and you keep this backup outside of the Services). If you do not maintain a backup of your Blockchain Technology Address data outside of the Services, you may not be able to access Tokens previously accessed using your Blockchain Technology Address in the event that we discontinue or no longer offer some or all of the Services, or you may otherwise lose access to digital assets. We are not responsible for maintaining any of your Blockchain Technology Address data or data associated with any Tokens on your behalf.
As a condition to accessing or using the Services, you represent, warrant, and agree that you will not: (i) violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and counter-terrorist financing laws, including any illegal activity, or advocate, promote, or assist in any unlawful act with respect to any relevant and applicable privacy and data collection and data security laws, in each case as may be amended; (ii) export, reexport, or transfer, directly or indirectly, any Company technology or Kaizer AI data in violation of applicable export laws or regulations; (iii) infringe on or misappropriate any patent, trademark, trade secret, copyright, or other intellectual property rights of any third party; (iv) make any false, inaccurate statements, impersonate any person, or misrepresent your identity or affiliation with any person or organization or misrepresent the truthfulness, sourcing, or reliability of any content on the Website or through the Services; (v) use the Website or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Website, Services, or Kaizer AI, or that could damage, disable, overburden, or impair the functioning of the Website, Services, or Kaizer AI in any manner; (vi) attempt to circumvent any content filtering techniques or security measures that the Company employs on the Website or the Services, or attempt to access any service or area of the Website or the Services that you are not authorized to access; (vii) use or attempt to use another person’s Blockchain Technology Address or credentials without authorization; (viii) use any robot, spider, crawler, scraper, data tracking or other automated means or interface not provided by us, to access the Website or Services or to extract data; (ix) introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism, or other harmful material into the Website or the Services; (x) post content or communications on the Website or through the Services (including User Content (as defined below)) that are, in our sole discretion, defamatory, obscene, indecent, abusive, offensive, sexually explicit, harassing, violent, hateful, inflammatory, or otherwise objectionable in violation of these Terms; (xi) post content on the Website or through the Services containing unsolicited promotions, contests, sweepstakes, political campaigning, or commercial messages or any chain messages or user content; or (xii) encourage or induce any third party to engage in any of the activities prohibited under these Terms.
As between the Company and Customer, Customer shall have and will retain sole responsibility for: (i) all Customer Data, including its content and use and backing up all Customer Data; (ii) all Customer End-User Data, (iii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iv) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party products; and (iv) all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Services. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services. “Customer End-User Data” means information, data, and other content, in any form or medium that is submitted, posted, or otherwise transmitted by or on behalf of any customer or end-user of Customer through the Services. Customer or its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of operation of the Service. Customer acknowledges it has full responsibility for its access and use, including the legality, reliability, accuracy, and appropriateness of such access and use on the Website, Services, or Kaizer AI.
As between the Company and Customer, Customer is responsible for ensuring all necessary consents and authorizations with respect to all Customer Data and Customer End-User Data have been obtained and that the collection, storage, processing, or other use of Customer Data and Customer End-User Data comply with Applicable Laws, including without limitation, all United States and foreign data privacy laws. The Company shall not be liable or responsible for any claims or damages arising from Customer Data and/or Customer End-User Data. Customer hereby waives and disclaims all related claims against the Company with respect to Customer Data and Customer End-User Data.
You represent and warrant that you: (i) have the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of any of Tokens that you decide to acquire, sell, or use; (ii) have the knowledge, experience, understanding, professional advice, and information to make your own evaluation of the merits, risks, and applicable compliance requirements under Applicable Law of any Token; and (iii) know, understand, and accept the risks associated with your use of Kaizer AI, your Blockchain Technology Address, the Blockchain Technology, Tokens, and other network tokens, including the risk of all data mining attacks such as “double-spend attacks,” “majority mining power attacks,” “selfish-mining attacks,” “race condition attacks” and the risks identified in Section 17 below. Kaizer AI enables access to data from multiple sources and you acknowledge and agree that the accuracy, availability, or quality of data provided via Kaizer AI may be impacted by various factors, including as a result of the underlying data being of low quality, volatile, or otherwise compromised at the data source.
The Company will not hold an initial Token with respect to the Services. Notwithstanding the foregoing, the Company will interact with Tokens and other Blockchain Technology data such that Customer may, upon the Company’s written authorization, pay the Company via Token(s).
Ownership Rights
Except for any open-source software or third-party software or other intellectual property rights that the Website or the Services incorporate therein, as between you and the Company, the Company owns the Website and the Services, including all right, title, and interest in and to the technology, scripts, code, modifications, improvements, or enhancements to the Website and/or Services, all source code, databases, functionality, software, website designs, audio, video, text, photographs, images, and graphics and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), displayed or provided on the Website and/or Services, including all intellectual property rights, all causes of action and enforcement rights related to the foregoing.
You acknowledge that the Website, the Services, and/or Kaizer AI may use, incorporate or link to certain open-source components and that your use of the Website, Services, and/or Kaizer AI is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not resell, copy, modify, create derivative works, lease, lend, share, distribute or otherwise permit any third party to use the Website or the Services in a manner that violates any Open-Source Licenses.
Any of the Company’s product or service names, logos, and other trademarks and service marks used in connection with the Website or as a part of the Services, including the Company's name and logo are trademarks owned by the Company or its licensors (“Company Marks”). You may not use the Company Marks in a manner that may cause confusion with others. The Company reserves the right to prohibit the use of the Company Marks by anyone that we believe misuses such Marks. Except as provided in the foregoing, you may not copy, imitate or use the Company Marks without the Company’s prior written consent.
You hereby agree to assign all rights, title, and interest in any feedback, innovations, suggestions, or comments provided by you to the Company regarding the performance or features of the Website or Services (“Feedback”). The Company will be free to use, disclose, reproduce, license, and otherwise distribute and exploit any Feedback as it deems fit. If for any reason such assignment is ineffective, you agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify, and exploit such Feedback without restriction.
Marking
Kaizer is committed to protecting its innovative technology and has made significant investments in developing its patent portfolio. In accordance with Section 287(a) of Title 35 of the United States Code, a list of our patents and patent applications can be found here.
Third Party Content
Our Services may contain links to third-party websites or services that are not owned or controlled by the Company, which are provided for your convenience only. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services. If you decide to access any of the third-party websites linked to this Website and/or the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. The Company shall not be liable or responsible for any claims or damages arising from your use of any third-party content or links to other sites.
User Contributions
The Website may contain message boards, video streaming, audiovisual works, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website. All User Contributions must comport with these Terms.
Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our Affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You are solely responsible for your User Contributions and the consequences of posting or publishing them. You represent and warrant that: (1) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our Affiliates and service providers, and each of their and our respective licensees, successors, and assigns; (2) the creation, distribution, display, or performance, and all downloads, copies, and access to your User Contributions do not and will not infringe the intellectual property rights of any third party; (3) you have the written consent, release, and/or permission of each and every individual in your User Contributions in any manner contemplated by the Website and these Terms; (4) your User Contributions are not false, inaccurate, or misleading in accordance with any advertising guidelines required under Applicable Law; and (5) all of your User Contributions do and will comply with these Terms. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms, which may result in the immediate termination of your right to access. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.