Terms of Service

1DEFINITIONS

"Authorized User" means an individual whom Customer, or Customer's administrator, permits to use the Services under Customer's account.

"Customer Content" means the presentations, files, slide text, images, and other materials that you or your Authorized Users submit to the Services, and the results the Services generate from them for you, such as identified issues and suggested corrections.

"Order" means an order form, quote, invoice, online checkout, or other ordering document that you and Kambin agree to, specifying the Services, plan, number of seats, fees, and subscription term.

"Usage Data" means information about how the Services are used and perform, such as usage records, product telemetry, and operational logs, that does not include Customer Content.

2THE SERVICES

Kambin provides software that analyzes Microsoft PowerPoint presentations and identifies potential formatting, consistency, and content issues, and suggests corrections. You decide which suggestions to accept. The Services may use automated rules and, for some features, artificial intelligence models.

We may update, improve, or change the Services from time to time. If we remove a material feature of a paid plan during your subscription term, we will give you reasonable notice.

3ACCOUNTS AND ORGANIZATIONS

Accounts are provisioned by Customer's administrator, who may invite, manage, suspend, and remove Authorized Users. Customer is responsible for its administrators' and Authorized Users' use of the Services and their compliance with these Terms.

Each seat may be used by one named Authorized User only. Seats and login credentials may not be shared. Customer may reassign a seat to a new Authorized User when the prior user no longer needs access.

You must keep your login credentials secure and notify us promptly at support@kambin.ai if you believe your account has been accessed without authorization. You are responsible for activity under your account.

Customer's administrators can see the usage records and account status of Authorized Users in Customer's organization, as described in the Privacy Policy. We may rely on instructions from Customer's administrators regarding Customer's account and Authorized Users.

4FEES, BILLING, AND USAGE LIMITS

Plans and fees. Fees, plan features, usage limits, number of seats, and the subscription term are stated in your Order. Unless your Order states otherwise, fees are charged per seat.

Usage limits. Plans may include usage limits, such as a maximum number of reviews per week. Usage limits reset on the schedule stated in your plan, and unused capacity does not carry over. If you consistently exceed your limits, we may ask you to move to a plan that fits your usage.

Invoicing and payment. Unless your Order states otherwise, fees are invoiced in advance for each billing period and are due within thirty (30) days of the invoice date. We accept payment by ACH bank transfer, credit card, or other methods we make available. Payments are processed by our payment provider, Stripe, Inc. You authorize us and Stripe to charge the payment method you provide for amounts due.

Late payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. If any amount is more than fifteen (15) days overdue, we may suspend the Services after giving you notice, until the overdue amount is paid.

Taxes. Fees do not include taxes. You are responsible for any sales, use, value-added, or similar taxes associated with your purchase, other than taxes based on our net income.

Renewal and cancellation. Your subscription renews automatically for successive periods of the same length unless either party gives notice of non-renewal before the end of the current term. You may cancel at any time by contacting support@kambin.ai or through your account settings where available. Cancellation takes effect at the end of the current subscription term, and you keep access until then.

Price changes. We may change fees for a renewal term by giving you at least thirty (30) days' notice before the renewal date.

Refunds. Fees are non-refundable, except as stated in Sections 17 and 20 or where required by law.

5EARLY ACCESS AND FREE USE

We may offer access to the Services, or to specific features, free of charge or as part of an early access, pilot, alpha, or beta program ("Early Access"). Early Access features may be incomplete, may change or be discontinued at any time, and may be less reliable than generally available features. Early Access is provided "as is" without any warranty, and our total liability for Early Access use is limited to one hundred U.S. dollars ($100). We may ask Early Access users for feedback, which is subject to Section 10.

6YOUR LICENSE AND ACCEPTABLE USE

License. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Services, and to install the Kambin add-in, for Customer's internal business purposes.

Acceptable use. You agree not to, and not to permit anyone else to:

• copy, modify, or create derivative works of the Services, or reverse engineer, decompile, or disassemble any part of the Services, except to the extent applicable law expressly permits despite this restriction;
• sell, resell, rent, lease, sublicense, or provide the Services to anyone other than Authorized Users;
• use the Services, or any output of the Services, to build or train a competing product or artificial intelligence model, or to benchmark the Services for publication without our prior written consent;
• circumvent or interfere with any security feature, access control, or usage limit of the Services;
• access the Services by automated means other than the interfaces we provide, or place an unreasonable load on our systems;
• upload malware or any material that is unlawful, or that you do not have the right to submit;
• use the Services in violation of any applicable law, or of any confidentiality obligation you owe to a third party; or
• remove or obscure any proprietary notice in the Services.

Sensitive data. The Services are designed for business presentations. Unless we agree otherwise in writing, you will not submit protected health information, payment card numbers, government identification numbers, or nonpublic personal information about consumers within the meaning of the Gramm-Leach-Bliley Act.

7CUSTOMER CONTENT

Ownership. As between you and Kambin, you own all Customer Content, including the presentations you revise using the Services. We claim no ownership of Customer Content.

Our use of Customer Content. You grant Kambin a limited, non-exclusive, worldwide, royalty-free license to access, process, and transmit Customer Content solely to provide the Services to you, to prevent or address security, support, or technical problems, and as required by law. We do not sell Customer Content, and we do not use Customer Content to train artificial intelligence models.

How Customer Content is handled. Customer Content is processed transiently to perform the review you request and expires with the review session. The Privacy Policy describes this handling in more detail, including the limited usage records we keep, the service providers involved, and where processing takes place.

Your responsibilities. You are responsible for Customer Content and represent that you have all rights, permissions, and authority needed to submit it to the Services, including under any confidentiality obligations you owe to your clients or other third parties.

Usage Data. We may collect and use Usage Data to operate, secure, support, and improve the Services, and to create aggregated or de-identified statistics that do not identify you or Customer. Usage Data does not include Customer Content.

8CONFIDENTIALITY

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information. The non-public features and pricing of the Services are Kambin's Confidential Information.

The receiving party will use the disclosing party's Confidential Information only to perform its obligations or exercise its rights under these Terms, will not disclose it except to its employees, contractors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these, and will protect it with at least reasonable care.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before receipt, is received from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information if required by law or legal process, after giving the disclosing party prompt notice where legally permitted, so that it may seek a protective order.

These obligations continue during your use of the Services and for three (3) years after, except that obligations for trade secrets and Customer Content continue for as long as the information is held.

9PRIVACY AND SECURITY

Our Privacy Policy describes how we collect, use, and protect personal information. We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Content and personal information. No method of transmission or storage is completely secure, and we cannot guarantee absolute security. If we become aware of a security incident affecting your Customer Content or personal information, we will notify you without undue delay and as required by law.

The Services are hosted in the United States. If you use the Services from outside the United States, you consent to your information being transferred to and processed in the United States.

10INTELLECTUAL PROPERTY AND FEEDBACK

Kambin and its licensors own all rights, title, and interest in the Services, including all software, detection rules, models, documentation, trademarks, and logos. Except for the limited rights expressly granted in these Terms, no rights are granted to you.

If you give us suggestions, ideas, or other feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you. Feedback does not include Customer Content.

We will not use Customer's name or logo in our marketing without Customer's prior written consent.

11THIRD-PARTY SERVICES

The Services work with and depend on third-party products and services, including Microsoft PowerPoint, Microsoft 365, Microsoft AppSource, and Microsoft Azure. Your use of third-party products is governed by their own terms. We are not responsible for third-party products or services, and the availability of the Services may depend on them.

12AVAILABILITY AND SUPPORT

We will use commercially reasonable efforts to keep the Services available, but we do not guarantee uninterrupted availability. Maintenance, updates, and events outside our control may affect availability. No service level agreement applies unless one is included in a separate written agreement signed by Kambin. Support is available by email at support@kambin.ai.

13ACCURACY OF RESULTS

The Services use automated rules and, for some features, artificial intelligence models to analyze presentations and suggest corrections. Automated analysis is inherently imperfect. You acknowledge and agree that: (a) the Services may fail to identify errors, inconsistencies, or other issues in your presentations; (b) the Services may identify issues that are not errors, and may suggest or apply changes that are incorrect, incomplete, or inappropriate for your purposes; (c) the Services do not verify the accuracy of any figures, text, data, or other content in your presentations; (d) any suggestion you accept, and any change applied at your direction, is your decision; and (e) you are solely responsible for reviewing your presentations, including any changes made using the Services, before they are shared, presented, or relied upon. The Services are not a substitute for your own review and do not constitute financial, legal, accounting, or other professional advice. We are not liable for any loss arising from an issue the Services failed to identify or from any suggestion you accepted.

14DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, KAMBIN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, KAMBIN DOES NOT WARRANT THAT THE SERVICES WILL IDENTIFY EVERY ERROR OR ISSUE IN YOUR PRESENTATIONS, THAT ANY SUGGESTION WILL BE ACCURATE OR APPROPRIATE, OR THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

15LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL KAMBIN OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, KAMBIN'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO KAMBIN FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of them may not apply to you.

16INDEMNIFICATION

You will defend, indemnify, and hold harmless Kambin and its affiliates, officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, costs, and reasonable attorneys' fees, arising out of (a) Customer Content, including any claim that submitting it to the Services infringed a third party's rights or breached an obligation you owe to a third party; (b) your breach of Section 6; or (c) your violation of applicable law. We will give you prompt notice of any such claim, allow you to control its defense and settlement (provided you may not settle a claim in a way that imposes an obligation on us without our consent), and provide reasonable cooperation at your expense.

17TERM, SUSPENSION, AND TERMINATION

Term. These Terms apply from when you first accept them or use the Services until your account is closed. Each subscription runs for the term stated in the Order and renews as described in Section 4.

Suspension. We may suspend access to the Services, in whole or in part, if we reasonably believe that your use poses a security risk to the Services or others, violates Section 6, or if suspension is required by law, or as described in Section 4 for overdue payment. We will give notice where practicable and restore access once the issue is resolved.

Termination for breach. Either party may terminate a subscription if the other party materially breaches these Terms and does not cure the breach within thirty (30) days after written notice.

Termination for convenience by Kambin. We may discontinue the Services or terminate your subscription for convenience by giving you at least thirty (30) days' notice, in which case we will refund any prepaid fees for the remaining, unused part of the subscription term.

Effect of termination. When a subscription ends, your right to use the Services under it ends, and any unpaid fees for the period before termination become due. We will delete account data as described in the Privacy Policy.

Survival. Sections 1, 7 (as to Usage Data and your responsibilities), 8, 10, and 13 through 21, and any payment obligations, survive termination.

18DISPUTE RESOLUTION

Informal negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim arising out of or relating to these Terms or the Services (each a "Dispute") brought by either you or Kambin (each a "Party"), the Parties agree to first try to resolve the Dispute informally for at least thirty (30) days before starting mediation or arbitration. Informal negotiations begin when one Party gives written notice to the other. Notices to Kambin must be sent to support@kambin.ai.

Mediation. If the Parties cannot resolve a Dispute through informal negotiations, either Party may submit it to non-binding mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Procedures. Mediation will be conducted by videoconference unless the Parties agree otherwise. Each Party will bear its own costs, and the Parties will share equally the mediator's fees and the AAA's administrative fees. Statements made during mediation are confidential and may not be used in any later proceeding. If the Dispute is not resolved within sixty (60) days after the request for mediation, either Party may begin arbitration.

Binding arbitration. Any Dispute not resolved through informal negotiations and mediation will be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, and, where applicable to an individual, its Consumer Arbitration Rules. The arbitration will be conducted by a single arbitrator, in English, and in New Castle County, Delaware, although the arbitrator may allow hearings by videoconference. The arbitrator may award any relief available in court, but only to the individual Party seeking relief and only to the extent needed to resolve that Party's individual claim. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

Class action and jury trial waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION OR IN COURT. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

Exceptions. Either Party may (a) bring an individual claim in small claims court if it qualifies; and (b) seek an injunction or other equitable relief in court to protect its intellectual property or Confidential Information, or to prevent unauthorized use of the Services. These exceptions do not permit any claim to proceed on a class, consolidated, or representative basis.

Time limit. Any Dispute must be commenced within one (1) year after the cause of action arises, or it is permanently barred. This period is paused during informal negotiations and mediation.

Court proceedings. Any Dispute that proceeds in court rather than arbitration will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each Party consents to the personal jurisdiction of those courts.

Severability. If the class action waiver is found unenforceable for any Dispute, that Dispute will proceed in court and not in arbitration, and the class action waiver will still apply to the extent permitted by law. If any other part of this Section is found unenforceable, the rest of this Section remains in effect.

19GOVERNING LAW

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles, except that the Federal Arbitration Act governs Section 18. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

20CHANGES TO THESE TERMS

We may update these Terms from time to time. If we make a material change, we will notify you by email or through the Services at least thirty (30) days before it takes effect, and we will ask you to accept the updated Terms in the Services. Changes do not apply retroactively and will not apply to any Dispute of which either Party had notice before the change took effect. If you do not accept an updated version, you may stop using the Services, and if we cannot continue providing the Services to you under the prior version, we will refund any prepaid fees for the remaining, unused part of your subscription term.

21GENERAL

Entire agreement and order of precedence. These Terms, together with any Order and the Privacy Policy, are the entire agreement between you and Kambin regarding the Services and supersede any prior agreements on that subject. If there is a conflict, a separate written agreement signed by Kambin governs first, then the Order, then these Terms. Terms in any purchase order or other document you provide do not apply.

Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of all or substantially all of your assets, with notice to us. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any other attempted assignment is void.

Force majeure. Neither Party is liable for any delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control.

Export and sanctions. You represent that you are not located in, or a resident of, any country subject to comprehensive U.S. sanctions, and that you are not on any U.S. government list of restricted parties. You will not use or export the Services in violation of U.S. export or sanctions laws.

Notices. We may give you notices by email to the address associated with your account or through the Services. You may give us notices at support@kambin.ai.

Electronic communications. You agree that notices, agreements, and other communications we provide electronically satisfy any legal requirement that they be in writing, and you consent to the use of electronic signatures and records.

Other terms. If any provision of these Terms is found unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. A Party's failure to enforce a provision is not a waiver of it. The Parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. There are no third-party beneficiaries of these Terms. Headings are for convenience only, and "including" means "including without limitation."

22CONTACT US

If you have questions about these Terms, please contact us at:

KAMBIN, Inc.

support@kambin.ai