Terms of Service

Your use of the website and Service (both as defined below) is subject to binding individual arbitration of any disputes which may arise, as provided in the Dispute Resolution section of these Terms of Use. Please read the arbitration provisions carefully and do not use our website or our Services if you are unwilling to arbitrate any disputes you may have with us (including without limitation any disputes relating to these Terms of Use, our privacy policy, and any additional terms related to an individual product or service) as provided herein.

AGREEMENT TO TERMS

By using (and in return for us providing) the Service, you agree to be bound by this agreement, whether you are a “Visitor” (which means that you simply browse our websites or use our software without registering) or you are a “Member” (which means that you have registered to create an account with Kuai). You agree that use of your account or any feature of the Services indicates your acceptance of the terms of this agreement and these Terms of use. The term “you” or “User” refers to a Visitor or a Member. The terms “we”, “our” "Company", “us”, “our”, or “Kuai” refers to we are Kuai, Inc. or the “Site”. You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Kuai. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such an entity. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE, APP OR SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

You must be an individual and at least 18 years old, or the age of majority in your state, province, or country of residence as long as that age is 18 or above, to use the Service. You may not use the Service or accept this Agreement if you are not of a legal age and able and competent to form a binding contract with we are Kuai, Inc.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

DESCRIPTION OF THE SERVICE

Our services (collectively, the “Service”) are delivered through our comprehensive technology platform in order to:

A: Enable people to sell their items to our platform or list their items for resale on various online marketplaces
B: Keep track of all clothing purchased online in one platform, allowing people to easily organize clothing items, generate outfits from the clothing items, and identify items to resell
C: Make it easy for people to get more savings and enjoyment out of online shopping

A: As part of the Service, Kuai will help you sell items that you have already purchased from a third party (also called "seller" in this Agreement). In order for Kuai to be able to help you identify items you have purchased and eligible for resale, you must first have registered the product / receipt from the purchase to Kuai (you do so by giving us access to your email inbox, from which we process your receipts). After the product / receipt has been registered, Kuai will add these items to your digital closet collection. If you choose items to resell, Kuai will either purchase it directly from you at the Resale Value or list it for you through third-party resale platforms at the Resale Value. If the item you selected is sold, you will be notified of it via email with your earnings from the product. If the resale consists of Kuai listing it on a third-party marketplace, the listing may consist of Kuai requiring updated photos of your item and listing it with those photos and a description of the items.

You represent that you have the right to share all information that you provide to Kuai in the course of receiving the Services. You agree to allow Kuai to read the headings and messages in your email account to automate resale of your purchased items, understand your interests, and to take any other reasonable actions to provide the Services to you.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

We prohibit the use of our services by intermediaries. If you're acting on the behalf of more than 2 shoppers, you'll be banned. Please reach out to our CEO, amber@usekuai.com, if you're interested in setting up a partnership.

YOUR REGISTRATION INFORMATION

You agree and understand that you are responsible for maintaining the confidentiality of your Login ID email address password, which allows you to access the Service. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. By providing us with your email address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard modern, commercially available internet browser. We may also use your email address to contact you about our own and third-parties' goods and services that may be of interest to you. If you do not want us to use your information in this way, please email us at support@usekuai.com to inform us. If you become aware of any unauthorized use of your Registration Information or account, you agree to notify Kuai Immediately.

PRODUCTS

We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

RESALE VALUES AND TRANSACTIONS

Resale Values: The Service may display a resale value (as defined below) for a good (a good for which a "Value" is set by Kuai for an "Eligible Good"). The Value reflects a valuation of an Eligible Good, assuming that is in Excellent or Very Good Condition (as defined below) and that is timely delivered to us under these Seller Terms and Conditions. "Excellent or Very Good Condition" means, with respect to an Eligible Good, that the good is the same good which you originally purchased from a merchant; is the original size and color; is clean, fully intact (including all accessories, components, and parts), and fully functional; and may be lightly used but is otherwise without personalization, customization, alteration, variation in size or color, material blemish, defect, stain, damage, or material distinction from being in new condition aside from gentle use. It is generally assumed that you originally purchased the good in new or like-new condition, but regardless of its condition when you took ownership of it, the good must be in Excellent or Very Good condition when we receive it for it to be an Eligible Good.
Title; Risk of Loss: All right, title, and interest in an Eligible Good will remain with you unless and until we purchase it or sell it, at which time such will transfer to the purchaser. All risk of theft and casualty loss with respect to an Eligible Good will remain with you unless and until we purchase it or sell it, at which time such will transfer to the purchaser; provided that while we possess the Eligible Good, we will store it in such a manner as to reasonably protect it from theft and casualty and will exercise care with regard to the Eligible Good that a reasonably careful person would exercise under similar circumstances.
Adjustments: We reserve the right to set all Resale Values for goods, if any, in our sole discretion. We may set or adjust the pricing, availability, specifications, content, descriptions, or features of any goods sold through the Service. We may adjust Resale Values at any time to correct errors for any reason. If through any circumstance the Resale Value for any good was, is, or becomes greater than the actual purchase price this should be considered an error. All such adjustments shall be effective immediately, or such longer period is required by applicable law.

We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

In addition, Kuai will not be liable for claims regarding defective products and these claims must be directed towards the third party/seller.

Representations and Warranties

With respect to each good that you sell or offer to sell through the Service, you represent and warrant: You originally purchased the good from a wholesaler or retailer and have continuously owned and possessed the good since such original purchase, and the good is authentic, has not been altered, customized, changed, substituted, refurbished, or replaced; You lawfully acquired the good; The good has not been used in connection with any unlawful activity; You have the right to sell or offer to sell the good through the Service; The good is in Excellent or Very Good Condition; You hold good and marketable legal title to the good, free and clear of any liens and restrictions on transfer; You have not sold, leased, gifted, pledged, assigned, or encumbered the good, and no amount is due or owing on it; No person other than you or Kuai has any rights, interest, or claims in or to the good; The good is not subject to any reduction in value resulting from your decisions, actions, or omissions; The good is not subject to any dispute with any person; The good is not subject to a recall and is compliance with all applicable laws and product safety standards; All information you have provided us about the good is true, accurate, current, and complete; There has been no error, misrepresentation, negligence, fraud, omission, or violation of law on the part of any person with respect to the good; and You have not filed and do not intend to file for bankruptcy or receivership, and you have not been having any difficulty paying and do not intend not to pay amounts due to any person in full and when due.

Shipping and Handling

Except as provided below, Kuai facilitates the shipment from you to Kuai and/or to the ultimate buyer of Eligible Goods you sell through the Service by ordering a shipping label from a shipping carrier (e.g., USPS, UPS, etc.) and advancing some of the related shipping costs, including normal insurance. We may offer you a choice of shipping carriers for your convenience. If the cost of shipping from your location is greater than the item's resale value, the item will become ineligible. As noted above, the "Resale Value" displayed to you in the Service is already net of normal shipping, insurance, and handling expenses for the transport of the Eligible Good from you to us unless indicated otherwise. It is your responsibility to properly package the Eligible Goods for shipping and to deliver them to the shipping carrier, including by arranging for the shipping carrier to pick them up from you or by bringing them to the shipping carrier's office location. You should obtain and keep a receipt from the shipping carrier. If you do not ship the Eligible Good to us within 10 days after we generate the shipping label, we may cancel the shipment and the related sale transaction. If your shipment to us contains any material other than the Eligible Good being sold through the Service, such material may be disposed of by Kuai or returned to you, and you may be charged for shipping, insurance, and handling fees in one or both directions. You may also be charged shipping, insurance, and handling fees if your shipment is not properly packaged, is returned to sender, requires special handling, or violates the shipping carrier's terms and conditions, these Seller Terms and Conditions, or the Terms of Service. Changing or trying to change the shipping address, speed, pick up or drop-off time, or preferences may result in shipping delays, cancellations, or returns to you, as well as related shipping, insurance, and handling charges to you.

INSPECTION, REJECTION, AND ACCEPTANCE OF GOODS

Upon receipt of a shipment from you of an Eligible Good you are selling through the Service, we have the right before acceptance to inspect it on our premises or at another location we choose. We may reject any goods, in whole or in part, that are not of satisfactory quality, number, or condition, are not delivered to us timely, or otherwise do not satisfy your representations or warranties or any other requirements of these Seller Terms and Conditions or the Terms of Service. We will reasonably cooperate to make arrangements with you to return a rejected good to you at your expense or contact you to determine its other disposition at your expense. All right, title, and interest in and to the rejected good, and all risk of theft and casualty loss with respect to the rejected good, to the extent previously transferred to us or our designee, will return to you immediately upon notice of rejection. If you do not make arrangements for the return or other disposition of a rejected good at your expense within seven (7) days of our notice, such good will be deemed abandoned by you and we may dispose of it.

PAYMENTS AND TAXES

With respect to a Resale Value Eligible Good sold by you through the Service, we will credit the Resale Value (less any fees) to your Kuai account within five (5) business days of its delivery to our premises (as we specify) and our acceptance of it. With respect to a Reduced Value Good sold by you through the Service, we will credit the mutually agreed to value (if any and less any fees) to your Kuai account within five (5) business days of its delivery to our premises (as we specify) and our mutual acceptance of its reduced value.

Regardless of how Resale Values are displayed, the values may, at our sole discretion, be credited to your Kuai account in any form or combination of credits, discounts, gift cards, and/or cash some of which may have expiration dates and other restrictions on how, when or where they may be used. Also at our sole discretion, any value may be disbursed to you directly via email, text message, or to your account with a 3rd party instead of being credited to your Kuai account.

We will cause to be collected and remitted to the relevant governmental authority all sales taxes associated with transactions contemplated under these Seller Terms and Conditions, and you are responsible for all other tax filings and payments other than taxes based on Kuai's net income.

YOUR USE OF THE SERVICE

Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use our Service for lawful, personal and non- commercial purposes. Subject to your compliance with this Agreement, Kuai hereby grants to you, a personal, worldwide, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the software and content provided to you as part of the Services (for personal, non-commercial purposes). Accurate records enable Kuai to provide the Service to you. In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected. Your access and use of the Service may be interrupted from time to time due to third-party failures outside of our control (such as unavailability of general Internet infrastructure). Access and use may also be interrupted for periodic updating, maintenance or repair of the Service by Kuai. While we will make reasonable efforts to make the Service available to you, we do not promise that it will be available at all times. You agree that Kuai may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials (although any use of your personal information will be subject to our privacy policy). In the future (and always subject to our privacy policy), we may offer personalization options in our products that utilize knowledge about what products you are interested in to present relevant content and product offers. You represent, warrant, and agree that you will not contribute any content or otherwise use the Services or interact with the Services in a manner that: Infringes or violates the intellectual property rights or any other rights of anyone else (including Kuai); Violates any law or regulation or this Agreement; Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; Jeopardizes the security of your Kuai account or anyone else’s (such as allowing someone else to log in to the Services as you); Attempts, in any manner, to obtain the password, account, or other security information from any other User; Violates the security of any computer network, or cracks any passwords or security encryption codes; Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure) or that would bypass the navigational structure or presentation of the Service; “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); Copies or stores any significant portion of the Content; Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or Circumvents, removes, alters, deactivates, degrades or thwarts any technological measure or content protections of the Service. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you. Delete the copyright or other proprietary rights notice from any Content. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”). Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

If you violate or infringe any of the rules above, we may immediately suspend or terminate your right to use or access the Services.

ELECTRONIC NOTIFICATIONS

Kuai may from time to time provide automatic notifications and voluntary account-related notifications, as further explained below and subject always to our privacy policy. Our basic operating point of view is to do everything we possibly can to avoid annoying you so wherever possible we will minimize unnecessary notifications.

Automatic notifications may be sent to you following certain changes made to your Kuai account via emailing us at support@usekuai.com, such as a change in your Registration Information. Voluntary account notifications may be turned on by default as part of the Service. They may then be customized, deactivated or reactivated by you by emailing us at support@usekuai.com. These notifications allow you to choose alert messages for your accounts. Kuai may add new notifications from time to time, or cease to provide certain notifications at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your notifications service.

Electronic notifications will be sent to the email address you have provided as your primary email address for the Service. If your email address changes, you are responsible for informing us of that change. Changes to your email address will apply to all of your notifications. Because notifications are not encrypted, we will never include your passcode. However, notifications may include some information about your accounts. Anyone with access to your email will be able to view the content of these notifications. At any time you may disable certain notifications by emailing us at support@usekuai.com, although we may still send you Service-related notices as needed to allow us to provide you the Service. As part of the Kuai account, you may receive text messages, picture messages, emails or other types of messages directly sent to you (“Push Messages”). You have control over the Push Messages settings, and can opt in or out of these Push Messages by emailing us at support@usekuai.com

CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site or making Contributions accessible to the Site by linking your account from the Site to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

USER GENERATED CONTRIBUTIONS

The Site may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material, including in your initial wishlist (at sign up) (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

‍

Any use of the Site or the Service in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site and the Service.

SOCIAL MEDIA; THIRD PARTY ACCOUNTS

As part of the functionality of the Site, you must link your account with online accounts you have with third-party service providers, including external email services and online vendors (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that any account information that you share with us is yours, you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Third-Party Account Content”) so that we can effectively provide our Service to you including without limitation any social media friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account, including without limitation coupon codes. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be stored. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then some of our Services may be interrupted. You will have the ability to disable the connection between your account and your Third-Party Accounts at any time by emailing us at support@usekuai.com. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Third Party Account Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Third Party Account Content. You acknowledge and agree that we may access contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below. We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture, if any, that become associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Service (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site or the Service links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content or to make purchases on any Third-Party Website, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

If you choose to promote our services to the public, including your own personal social networks, you agree that you will comply with the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising (available at the FTC website).

ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

KUAI OFFERS AND THIRD-PARTY LINKS

Some parts of the Service are supported by sponsored links from third-party advertisers and the display of “Kuai offers,” which are product offers sponsored by third-parties that may be (subject to and in accordance with our privacy policy) custom matched to you based on information stored in the Service, queries made through the Service or other information. We sometimes use specially formatted links for which we receive a commission on resulting sales or clicks from affiliate partners (“Affiliate Links”). If you click on a sponsored advertiser link, Kuai Offer or Affiliate Link, you will be redirected to the site, of the third-party which offers the products (or a specific portion of the Services dedicated for the partner’s offerings, from which the third-party’s website will be accessible), and (subject to and in accordance with our privacy policy) your session may be tracked using cookies. In connection with Kuai offers, the Service will provide links to other websites belonging to Kuai advertisers and other third parties. Kuai does not endorse, warrant or guarantee the products or services available through the sponsored advertiser link, coupon code, Kuai offer or Affiliate Link, (or any other third -party products or services advertised, presented on or linked from any portion of our Services), whether or not sponsored. Kuai is not an agent, distributor, re-seller, broker or otherwise responsible for such third-parties or the activities or policies of those websites or the products or services. available on them. Kuai does not promise or guarantee that the product details, prices, gift-cards, coupon availability or other service terms, rates or rewards offered by any particular advertiser or other third-party via our Service are the best prices, terms or lowest rates available in the market. When you access third-party websites via our Service, you accept that there are risks in doing so, and that Kuai is not responsible for such risks. We encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. Kuai has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third-party that you interact with through the Services. In addition, Kuai will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.If there is a dispute between participants on our Service, or between users and any third-party, you agree that Kuai is under no obligation to become involved. To the maximum extent permitted by applicable law, in the event that you have a dispute with one or more other users or a Third Party Website, you release Kuai, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

TAXES

Depending on applicable federal, state, and local tax laws, your earnings from sold items may be subject to taxes. You will be solely responsible for any and all tax liability arising out of your sales and you agree to provide Kuai with information Kuai requests in connection with applicable federal, state, and local tax laws. You are solely responsible for any tax liability (including fees, penalties or fines) incurred by Kuai as a result of your action or inaction in connection with the foregoing (including your failure to provide Kuai with information). You agree that Kuai is authorized to deduct such tax liability from your sales.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Service.

PRIVACY POLICY

We care about data privacy and security. By using the Site or the Service, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms of Use. Please be advised the Site and the Service are hosted in the United States. If you access the Site or the Service from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE SERVICE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Service without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Service. We cannot guarantee the Site and the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Service at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Service during any downtime or discontinuance of the Site or the Service. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Service or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site and the Service are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org/. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in San Francisco, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in San Francisco, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. The full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Service, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, (6) ANY TAX LIABILITY IMPOSED AGAINST YOU BY ANY TAXING AUTHORITY, AND/OR (7) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site and Services; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site or Services with whom you connected via the Site or Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: support@usekuai.com