Updated: 01/12/2025
These Terms of Service constitute an agreement (this “Agreement”) by and between Covalent Labs Holding Pty Ltd trading as 1KE (“1KE”, “we”, “us”, “our”) and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”, “you”, “your”), each a “Party” and collectively the “Parties”. It governs your use of our products, services (including support services), and websites (collectively, the “Services”).
Customer accepts the Terms by registering for the Services and/or making any payment as required under the Terms. Customer may also accept the Terms by clicking to accept or agree to the Terms if this option is made available in the user interface. By accessing or using any of the Services, Customer acknowledges that it has read this agreement, understands it, and agrees to be bound by its terms, and that the person acting on its behalf has the authorization to do so.
If you do not agree with the Terms, you must cease usage of the Services immediately.
This Agreement is effective from the date Customer accepts the Terms (the “Effective Date”) by any method detailed in “Acceptance of Terms”.
1KE reserves the right to review and change any of the Terms by posting an updated version on our website. The amended version will be effective as of the date it is published. For significant changes that materially affect your rights, advance notice will be provided via our available communication channels. Continued use of our services after any notice period constitutes acceptance of the changes.
"Account" means the account established by Customer to access and use the Services.
"Agreement" means this Terms of Service agreement, including all referenced schedules, policies, and documents incorporated by reference.
"Applicable Price Index" means the central bank base rate in Australia.
“Authorized Representative” means an individual with authority to make decisions and take actions on behalf of 1KE under this Agreement.
"Authorized Users" means Customer's employees, contractors, and other individuals authorized by Customer to use the Services on Customer's behalf.
"Users" means any individual who accesses or uses the Services through Customer's Account, whether or not Customer has authorized such access.
"Beta Services" means services, features or functionality made available to Customer at no additional charge or clearly designated as pre-release, beta, limited release, developer preview, non-production, or similar.
"Confidential Information" means non-public information disclosed by one party to the other party under this Agreement, subject to the specific inclusions and exclusions set forth in the Confidential Information section.
"Consumer Law Rights" means any rights, warranties, guarantees, or remedies that cannot be excluded, restricted, or modified under applicable consumer protection laws.
"Customer Data" means all data, information, and content uploaded, submitted, or otherwise provided to the Services by Customer or Authorized Users, including Personal Data contained within such data.
"Derived Data" means anonymous, aggregated statistics compiled from Customer Data that do not identify Customer, any Authorized Users, or Customer's clients.
"Documentation" means 1KE's user guides, manuals, and other technical documentation for the Services, as updated from time to time.
"Excluded Claims" means: (a) Customer's material breach of ‘Customer Responsibilities and Restrictions’; and (b) Customer's indemnification obligations contained in this agreement. The liability cap contained in agreement does not apply to Excluded Claims.
"Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements to the Services provided by Customer or Users.
"Output" means the results, responses, and content generated by the Services, including content generated by Third Party LLMs.
“Personal Information” or “Personal Data” is information or an opinion, whether true or not and whether recorded in a material form or not, about an individual who is identified or reasonably identifiable.
"Privacy and Security Laws" means all applicable laws, regulations, and industry standards relating to privacy, data protection, and information security in the context of the agreement clause.
"Services" means 1KE's software products, services (including support services), and websites.
"Subscription" means Customer's selected service plan or package, including the specific features, usage limitations, and service levels available to Customer.
"Subscription Order" means the document or electronic record that specifies Customer's selected Subscription features, usage limitations, fees, billing terms, and service specifications, including any statements of work or addendums.
"Subscription Fees" means the fees payable by Customer for the Services under a Subscription.
"Subscription Period" means the individual billing and service period for a Subscription (e.g., monthly, quarterly, or yearly), as specified in the Subscription Order.
"Term" means the period during which this Agreement remains in effect, beginning on the Effective Date and continuing until terminated in accordance with this Agreement.
"Third Party LLMs" means third party large language models and artificial intelligence (“AI”) services that 1KE integrates with or accesses to provide the Services.
Commencing on the Effective Date, 1KE will make the Services available for Customer's access within the use limitations set forth in the Subscription, under the terms of this Agreement. Subject to the terms and conditions of this Agreement, 1KE grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access the Services, and authorizes Customer to permit the number of Authorized Users specified in the Subscription to use the Services solely for Customer's internal business purposes.
1KE will provide standard maintenance and support for the Services as described in the Documentation at no additional charge beyond the Subscription Fees. Enhanced support services may be available for additional fees as specified in 1KE's then-current support policies.
1KE uses commercially reasonable efforts to maintain high service availability. However, 1KE cannot guarantee that the Services will operate without interruption or error. Our Services may be disrupted during certain periods, including, for example, as a result of planned or emergency maintenance.
For planned maintenance, 1KE will provide reasonable advance notice and endeavor to schedule such maintenance during off-peak hours.
The Services may interact with or rely on third party products or services, such as cloud hosting providers. To the maximum extent permitted by law, 1KE is not liable for disruptions or downtime caused by these third parties.
1KE may update, modify, or enhance Services features and functions at any time. If 1KE plans to remove or materially change existing features that customers rely on, 1KE will provide advance notice and, where feasible, offer alternative solutions or migration paths. Core functionality as described in the Documentation will not be removed without equivalent replacement functionality.
Customer may request integration with third party software or services. 1KE may, at its sole discretion, provide integration capabilities but does not control, endorse, or support third party services. 1KE's obligations under this Agreement do not extend to third party services unless specifically agreed in writing.
To access the Services, Customer must register for an Account and select a Subscription. As part of that process, Customer will be requested to provide certain information, including without limitation Customer's name, email address, mobile number, password, business entity, nominated administrator.
Customer may invite Authorized Users to access the Services under Customer's Account. Each Authorized User requires a unique login linked to Customer's Account. Customer is responsible for ensuring all Authorized Users comply with these Terms and may modify user access and permissions at any time through the Account settings. User limits are specified in Customer's Subscription.
The Customer’s Subscription Order will specify the Subscription's features, limitations, fees, and billing terms. Customer will be billed recurring Subscription Fees according to the selected billing cycle (monthly, quarterly, semi-annually, or annually). 1KE may change Subscription Fees and billing cycles from time to time with written notice.
Customer will be billed for any Subscription Fees due at the beginning of each billing cycle. Our payment methods will be set out on our Services.
If Customer chooses to pay Customer's Subscription Fees using one of our third party payment processors, Customer may need to accept their terms and conditions and any additional processing fees (if this is the case, these will be set out on our Services). Customer must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If Customer makes payment by debit or credit card, Customer must be the authorized card holder. If payment is made by direct debit, by providing Customer's bank account details, Customer authorizes our nominated third party payment processor to debit Customer's bank account in accordance with Customer's chosen Subscription, and Customer confirms that Customer is either the holder or an authorized signatory of that bank account.
Customer's Subscription can be upgraded or downgraded at any time through Customer's Account, including to add or remove Authorized Users. Any upgrades to Customer's Subscription will take effect immediately (and Customer will be charged the difference between Customer's current Subscription and Customer's new Subscription on a pro-rata basis). Any downgrades to Customer's Subscription will take effect from the beginning of the next billing cycle.
Customer's Subscription Order continues for the Subscription Period, and at the end of each Subscription Period, provided Customer has paid all Subscription Fees owing, Customer's Subscription Order will be automatically renewed for the same duration as the previous Subscription Period (each of which will be considered a Subscription Period).
Unless otherwise specified, fees are quoted by default in Australian Dollars. Currency conversion and applicable taxes (such as GST) will be calculated at the time of payment. Customer is responsible for all applicable taxes and conversion fees.
1KE will provide Customer with a refund of any monies paid for use of the Services only in the event 1KE is unable to continue to provide the Services or if an Authorized Representative of 1KE makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances.
In the event any Subscription Fees are not paid on time or there is a chargeback by Customer's credit/debit card provider, 1KE may suspend Customer's access to the Services immediately. Customer may also be charged interest on any overdue payments at a rate equal to the Applicable Price Index cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
In the event the amounts remain unpaid after 30 days from the date due, 1KE may proceed to recover the debt from Customer without further notice. If 1KE initiates debt recovery action, Customer acknowledges and agrees that Customer will be and remain liable for all debt collection costs which includes any legal costs (on an indemnity basis), collection agency costs and any other expenses or disbursements.
1KE retains all rights, title, and interest in the Services, including all intellectual property rights in: (a) the software used to provide the Services; and (b) all graphics, user interfaces, logos, and trademarks used in the Services. This Agreement grants Customer only the limited rights necessary for authorized use of the Services. Customer acknowledges that the Services are protected by copyright and other intellectual property laws.
During the Term, 1KE grants Customer and Customer's Authorized Users a non-exclusive, non-transferable right to use the Services in accordance with this Agreement and the Subscription terms. This right may be suspended or revoked in accordance with this Agreement.
Customer may reproduce and use the Documentation solely as necessary to support Customer's Authorized Users in using the Services.
Customer may not assign or transfer this Agreement or any rights hereunder without 1KE's prior written consent, including to its affiliates or in connection with a merger, acquisition, reorganization, or other change of corporate control. No reasonable request will be withheld. The assignee is required to agree in writing to be bound by this Agreement.
Customer grants 1KE a non-exclusive, worldwide, royalty-free right during the Term to host, use, copy, transmit, and display Customer Data as necessary to provide the Services and related insights, recommendations, and analysis to optimize Customer's use of the Services. 1KE acquires no ownership rights in Customer Data.
1KE may create anonymous, aggregated statistics from Customer Data, provided such information cannot identify Customer, its Users, or Customer's end clients ("Derived Data"). 1KE owns all rights in Derived Data and resulting products or services incorporating such data.
1KE appreciates feedback, comments, ideas, proposals, and suggestions for improvements to the Services (collectively, "Feedback"). Customer grants 1KE a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, and incorporate such Feedback without restriction or compensation to Customer. Feedback will not be treated as confidential.
Customer grants 1KE the right to use Customer's name and logo in marketing materials, website, and social media, unless Customer opts out by written notice.
Customer agrees to comply with this Agreement and all 1KE policies and guidelines made available through the Services. Customer will also comply with all applicable laws in its use of the Services, including privacy and security laws.
While Customer maintains an Account, Customer agrees to:
(a) maintain current, accurate, and complete Account information;
(b) maintain usernames and passwords as secure and confidential, protecting them from misuse;
(c) promptly notify 1KE of any suspected unauthorized access to Customer's Account or related logins, and take reasonable efforts to prevent such breaches; and
(d) ensure that only Authorized Users access the Services through Customer's Account and immediately revoke access for any individual who is no longer authorized.
Customer is solely liable and responsible for:
(a) ensuring that all Users are Authorized Users and have proper authorization to access the Services;
(b) all User conduct and activities, including violations of this Agreement, regardless of whether Customer authorized such conduct; and
(c) all use of the Services through Customer's Account, whether authorized or unauthorized.
Customer acknowledges that 1KE has no obligation to verify whether any User is an Authorized User, and Customer bears all risk for unauthorized access through Customer's Account.
Customer must not (and must ensure Authorized Users do not and will not):
(a) decompile, disassemble, or reverse engineer the Services;
(b) lease, sublicense, resell, or transfer rights to the Services to any third party;
(c) copy the Services or create derivative works;
(d) use the Services for service bureau, outsourcing, reselling, sublicensing, shared login, or time-sharing purposes;
(e) share Services passwords or login information with third parties, or allow multiple individuals to use a single User account;
(f) disclose non-public Services features or content to third parties;
(g) engage in activities that may damage 1KE's reputation;
(h) perform web scraping or data extraction on the Services, including through automated software, bots, or crawlers;
(i) introduce viruses or other malicious code into the Services;
(j) circumvent or disable Services security features;
(k) interfere with Services operations or other Users' access;
(l) access unauthorized data, servers, or accounts;
(m) use the Services in ways that violate laws, infringe rights, or create legal liability; or
(n) otherwise breach this Agreement.
If 1KE suspects Customer or Authorized Users have breached this Agreement, 1KE may immediately suspend Customer's access to the Services without prior notice, in addition to pursuing other available remedies.
Customer authorizes 1KE to process Customer Data as required to provide the Services and features specified in any Subscription, including sending Customer Data to Third Party LLMs to generate Output. 1KE will not share Customer Data with other customers or third parties except as provided in this Agreement.
Customer understands and consents to 1KE's internal data processing:
(a) 1KE processes Customer Data only as necessary to provide the Services and perform activities specifically requested by Users, such as processing feedback to optimize features or address performance issues;
(b) 1KE collects non-identifying analytics data, such as usage metrics and statistical information, to improve the Services and diagnose issues; and
(c) 1KE may process Customer Data to improve current and future Service features and provide Customer-specific personalization, including to calibrate its internal AI systems.
Customer understands and consents to the following regarding Third Party LLM processing:
(a) 1KE will transmit Customer Data (particularly Document Data and User input prompts) to Third Party LLMs to generate Output. All Customer Data will be encrypted in transit using industry standard protocols;
(b) 1KE has implemented available opt-out mechanisms for AI model training with current Third Party LLMs and will use commercially reasonable efforts to maintain opt-outs. If a Third Party LLM changes its policies in a way that would permit training on Customer Data, 1KE will notify Customer and, where possible, implement alternative technical measures or provide Customer with service alternatives.
Customer will only submit Personal Data and Customer Data through the Services in compliance with applicable Privacy and Security Laws. Customer is solely responsible for (a) ensuring that all Personal Data and Customer Data is accurate, lawful, and properly obtained, including providing required notices to individuals and obtaining necessary consents, and (b) the integrity and security of Customer Data on Customer's systems, networks, or devices.
1KE has no responsibility for the accuracy of Personal Data or Customer Data uploaded by Customer or Customer's use of or reliance on Outputs.
Customer will indemnify 1KE against any claims, damages, or fines arising from Customer's failure to obtain proper legal grounds for Personal Data or violations of Privacy and Security Laws.
1KE treats Customer Data as Confidential Information and will not disclose it except to data subprocessors, employees, and authorized contractors as necessary to provide the Services.
1KE imposes appropriate contractual obligations on personnel processing Personal Data, including confidentiality, data protection, and security requirements.
1KE maintains reasonable administrative, technical, and physical safeguards to protect Customer Data (including Personal Data). 1KE will maintain and update its data security program to protect against reasonably foreseeable risks to Customer Data security, confidentiality, and integrity.
1KE maintains security incident management policies and procedures and will notify Customer after becoming aware of a Personal Data breach affecting Customer's Personal Data in accordance with the applicable Privacy and Security Laws. 1KE's notification will include: (a) the nature of the breach including, where possible, the categories and approximate number of individuals affected and the categories and approximate number of Personal Data records involved; (b) contact details of a designated data protection officer available to provide additional information about the breach; (c) the likely consequences of the breach; and (d) measures taken or proposed by 1KE to address the breach and mitigate possible adverse effects.
Where complete information is not immediately available, details may be provided in phases without undue delay.
Customer agrees it will not make any public statements, admissions of liability, press releases, or reports concerning any Personal Data breach that identifies 1KE without 1KE's prior written approval, except as legally required. When legally required to disclose, Customer will provide 1KE with reasonable prior notice and limit disclosure to the legally required minimum.
1KE’s Privacy Policy is incorporated into this Agreement by reference and governs how Personal Data is collected, used, stored, shared, protected, and Customer's privacy rights. Customer acknowledges that 1KE may update the Privacy Policy from time to time.
Note, processing of Customer Data uploaded to the Services is governed by this Agreement, not the Privacy Policy.
For purposes of this section, the "Discloser" means the party disclosing Confidential Information and the "Recipient" means the party receiving Confidential Information.
Confidential Information includes: (a) information marked or designated as "confidential" by the Discloser at the time of disclosure; (b) Documentation, whether or not marked as confidential; (c) non-public, sensitive information that the Discloser should reasonably consider a trade secret or otherwise confidential; and (d) Customer Data.
Confidential Information excludes information that: (a) was in the Recipient's possession before disclosure; (b) is independently developed by the Recipient without use of or reference to Confidential Information; (c) becomes publicly known through no breach of this Agreement by the Recipient; (d) is approved in writing by the Discloser for release by the Recipient; or (e) is Feedback provided by Customer.
The Recipient will use Confidential Information solely for the purpose specified and agreed upon by the Discloser at the time of disclosure (the "Permitted Purpose").
The Recipient will: (a) not disclose Confidential Information to any employees or contractors unless such individuals require access to facilitate the Permitted Purpose and understand their confidentiality obligations; and (b) not disclose Confidential Information to any third party without the Discloser's prior written consent.
The Recipient will protect Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care. The Recipient will promptly notify the Discloser of any unauthorized use or disclosure of Confidential Information.
Despite the non-disclosure obligations above, the Recipient may disclose Confidential Information as required by applicable law or proper legal or governmental authority.
In such circumstances, the Recipient will provide the Discloser with prompt notice of any such legal demand and reasonably co-operate with the Discloser's efforts to seek a protective order or otherwise contest such required disclosure, at the Discloser's expense.
The non-disclosure obligations will continue for as long as the information remains confidential or subject to trade secret protection under applicable law, including after termination of this Agreement.
Upon termination, the Recipient will, upon request, return or destroy all Confidential Information in its possession or control.
The Recipient acknowledges that: (a) no adequate remedy at law exists for breach of the confidentiality obligations; (b) determining damages from such breach would be difficult, and such breach would cause irreparable harm to the Discloser; and (c) the Discloser may seek injunctive relief for any such breach.
The Recipient waives any objection to the seeking of such injunctive relief. This provision does not limit either party's right to seek injunctive relief for other breaches.
This Agreement does not transfer ownership of Confidential Information or grant any license to it. The Discloser retains all right, title, and interest in its Confidential Information.
1KE warrants to Customer that: (a) the Services will operate in substantial conformity with the applicable Documentation during the Term; (b) 1KE will not materially decrease the functionality or overall security of the Services during the Term; and (c) 1KE will use commercially reasonable efforts to ensure that the Services, when and as provided by 1KE, are free of viruses, malware or similar malicious code.
Except for the warranties above, Customer accepts the Services "as is" without any warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.
Without limiting the generality of the above:
(a) 1KE does not warrant that the Services will produce accurate or relevant content for the customer, or otherwise perform without interruption or error;
(b) While maintaining reasonable data security measures, 1KE cannot guarantee that Services are secure from hacking or other unauthorized intrusion, or that customer data will remain private or secure upon such hacking or intrusion;
(c) 1KE does not warrant that Service outputs will be satisfactory to Customer;
(d) 1KE has no control over the operation of the third party LLMs it accesses as part of its processing activities, the outputs they generate, or the continued availability of any third party LLMs; and
(e) All integration partner products provided on 1KE Services as additional product features are provided “as is” and “as available”. 1KE has no control over the availability or functional operation of such integration partner products, and disclaims any responsibility or liability for Customer’s election to use any integration partner products as part of its use of 1KE Services.
For greater certainty, the loss of availability and/or functionality of any integration partner products, including deactivation of any related APIs by 1KE, does not justify the refund of any subscription fees paid or payable by the Customer.
Customer acknowledges that the Services include AI software, and that the AI models: (a) may produce unpredictable or inconsistent outputs; (b) are provided by third party software providers, not 1KE, which only integrates these AI models into the Services.
Customer agrees that Customer and Customer's Authorized Users will implement: (a) manual review and oversight of all AI outputs before relying on them; (b) due diligence processes for AI outputs, acknowledging that outputs are starting points requiring Customer's creative input to create finished products; and (c) technical safeguards to limit AI output usage and mitigate risks from unpredictable or inaccurate results.
Due to evolving AI legislation, 1KE provides no warranties and does not guarantee that: (a) Customer can trademark or claim copyright ownership of AI outputs in any jurisdiction; or (b) AI outputs will not infringe third party intellectual property rights.
Neither 1KE nor Customer may start court proceedings for any dispute, controversy, or claim arising from this Agreement (including questions about its existence, validity, or termination) unless both parties first meet in good faith to resolve the dispute. This does not prevent either party from seeking urgent injunctive or equitable relief from a court.
If the dispute remains unresolved after the initial meeting:
(a) where Customer is resident or incorporated in Australia, the matter will be referred to mediation administered by the Australian Disputes Centre under the Australian Disputes Centre Guidelines for Commercial Mediation; or
(b) where Customer is not resident or incorporated in Australia, the matter will be referred to arbitration administered by the Australian Centre for International Commercial Arbitration, conducted in Sydney, Australia, in English, under the ACICA Arbitration Rules.
All communications about negotiations between the parties arising from this dispute resolution clause are confidential and, where possible, must be treated as "without prejudice" negotiations under applicable laws of evidence.
This Agreement is governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding, or claim arising from this Agreement will be governed, interpreted, and construed under the laws of New South Wales, Australia, without reference to conflict of law principles. The validity of this governing law clause is not contested.
This Agreement is binding on the parties and their successors and assigns.
Customer acknowledges that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying, or disclosure of technical information or materials related to the Services, may cause irreparable harm to 1KE.
In such circumstances, 1KE will be entitled to equitable relief without posting bond or other security, including preliminary and permanent injunctive relief.
Except for Excluded Claims, each party's total liability arising from or related to this Agreement will not exceed the cumulative Subscription Fees paid by Customer during the 12 months preceding the act, omission, or occurrence giving rise to such liability.
Customer understands and agrees that 1KE, its affiliates, employees, agents, contributors, and licensors will not be liable to Customer for any direct, indirect, incidental, special, consequential, or exemplary damages, however caused and under any theory of liability, including: (a) any loss of profit (whether direct or indirect); (b) any loss of goodwill or business reputation; or (c) any other intangible loss.
Customer acknowledges that 1KE bears no liability for Customer's failure to meet any obligations under this Agreement, including any liability arising from Customer's failure to comply with 1KE policies and guidelines.
These limitations apply even if 1KE has been advised of the possibility of such damages or claims.
To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, exemplary, or consequential damages, including damages for loss of profits, even if advised of the possibility of such damages, whether based on contract, tort, negligence, strict liability, or otherwise.
These limitations apply regardless of any failure of essential purpose of any limited remedy and are fundamental elements of the agreement between the parties.
Customer agrees that any cause of action relating to Customer's relationship with 1KE must commence within one year after the cause of action accrues, otherwise Customer will be deemed to have waived such claim.
Customer agrees to indemnify, defend, and hold harmless 1KE and its officers, directors, employees, licensors, sub-licensees, agents, affiliates, successors, and assigns from any claims, damages, liabilities, losses, settlements, costs, and expenses (including any attorneys' fees and court costs) arising from Customer's use of the Services, including: (a) any misuse of the Services by Customer, including any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by Customer; (b) Customer's breach of this Agreement; (c) the use of any intellectual property created in connection with the Services that is not covered by this Agreement or results from a breach of this Agreement; or (d) any activity undertaken by Customer on or through the Services.
This indemnification obligation will survive termination of this Agreement.
1KE may suspend Customer's access to the Services where 1KE reasonably believes there has been any unauthorized access to or use of the Services (such as the unauthorized sharing of login details). If 1KE suspends Customer's access to the Services, 1KE will notify Customer and work with Customer to resolve the matter. If the matter cannot be resolved, 1KE may terminate Customer's Account and Customer's access to the Services will end.
1KE may terminate this Agreement (meaning Customer will lose access to the Services, including access to Customer's Account, and any Subscription will be cancelled) if:
(a) Customer fails to pay Subscription Fees when due;
(b) Customer or Customer's Authorized Users breach this Agreement and do not remedy that breach within 14 days of 1KE notifying Customer of that breach;
(c) Customer or Customer's Authorized Users breach this Agreement and that breach cannot be remedied; or
(d) Customer experiences an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement).
Customer may terminate this Agreement if:
(a) 1KE breaches this Agreement and does not remedy that breach within 14 days of Customer notifying 1KE of that breach; or
(b) 1KE breaches this Agreement and that breach cannot be remedied.
If Customer terminates this Agreement due to 1KE's uncured material breach, Customer will receive a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.
Customer may cancel the Subscription at any time using the features on the Services. Once the cancellation is effective, the Subscription will not be renewed and will expire at the end of the Subscription Period.
Upon expiration or termination of this Agreement for any reason, Customer will immediately cease all use of the Services and delete all copies of the Documentation in its possession or control.
Even after Customer's right to use the Services is terminated or limited, this Agreement will remain enforceable against Customer. 1KE reserves the right to take appropriate legal action, including but not limited to avenues described within this Agreement.
Upon termination of this Agreement, 1KE will retain Customer Data (including copies) as required by law or regulatory requirements.
The following will survive termination or expiration of this Agreement:
(a) any obligation of Customer to pay Subscription Fees incurred before termination;
(b) the Confidential Information, Data Confidentiality and Use (Customer's license grant to 1KE), Derived Data ownership, Customer Data Responsibilities (indemnification obligations), Feedback, Limitation of Liability, Exclusion of Consequential and Related Damages, Indemnification, and Disputes sections;
(c) any data deletion obligations; and
(d) any other provision that by its nature must survive to fulfill its essential purpose.
Each party represents that it: (a) has full authority to enter this Agreement; (b) is not violating other agreements by entering this Agreement; and (c) will be legally bound by this Agreement.
No third party is intended to be a beneficiary of this Agreement entitled to enforce its terms directly.
1KE will not be liable for any delay or failure to perform its obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond 1KE's reasonable control.
The parties may supplement the terms of this Agreement at any time by signing a written addendum, which will be deemed incorporated into this Agreement by this reference upon execution of such an addendum. The terms of any addendum will control any conflicting terms in this Agreement or a Subscription Order. Unless expressly stated otherwise in an applicable addendum, all addenda executed between the parties will co-terminate upon the expiration or termination of this Agreement.
This Agreement (along with all Subscription Orders and addendums) sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter.
To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
In the event of any conflict between this Agreement and any other 1KE policy posted online, the terms of this Agreement will govern.
Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
Beta Services are intended for evaluation purposes only, are not supported, and may be subject to additional terms. Customer may choose to try Beta Services at its sole discretion. While Beta Services are not considered "Services" under this Agreement, all restrictions and obligations concerning the Services apply equally to Beta Services.
1KE may discontinue Beta Services at any time and may never make them generally available. Trial periods expire when Beta Services become generally available. 1KE has no liability for any harm or damage arising from Beta Services.
Customer agrees that 1KE may send Customer electronic communications about 1KE's products and services. Customer may opt-out at any time by using the unsubscribe function in 1KE's electronic communications.
Nothing in this Agreement excludes, restricts, or modifies any Consumer Law Rights. To the extent permitted by law, 1KE's liability for breach of any Consumer Law Rights is limited to, at 1KE's option: (a) re-performing the Services; or (b) paying the cost of having the Services re-performed with 1KE.
1KE Services may contain links to third party websites. Unless 1KE states otherwise, 1KE does not control, endorse, or approve the content on those websites and is not responsible for it. 1KE recommends Customer make its own investigations regarding their suitability.
Customer consents to receive all communications electronically, including by email and available communication channels within the Services. Electronic notices satisfy written communication requirements.
1KE may email notices to Customer's provided email address, and Customer may email notices to support@1KE.ai. All notices are deemed received 24 hours after sending.
For questions about these Terms or 1KE Services, please contact us at support@1KE.ai and we will respond promptly.
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