1. Acceptance of Terms.

1.1 Slate Advisers, Inc. DBA Slate (“Slate”) provides its Kai AI voice coaching service (as defined below) to you through its web site and mobile applications (the “Platform”), subject to these Terms of Service (“Terms”). By accepting these Terms or by accessing or using the Kai Service or Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not accept them and may not use the Services.

1.2 Slate may change these Terms from time to time without prior notice. The revised terms and conditions will become effective upon posting and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to these Terms is not acceptable to you, your only remedy is to stop accessing and using the  Service.

1.3 You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service. By using the Service, you represent and warrant that you meet this requirement.

2. Description of Kai Coaching Service.

The “Kai Service” or simply “Service”  includes: (a) the Kai app (web or mobile) (b) Slate’s artificial intelligence-powered voice analysis, coaching, and feedback services and related technologies, and (c) all software, materials, recommendations, voice analytics, coaching modules, data, reports, text, images, audio, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Kai Service are also subject to these Terms.

3. General Conditions/Access and Use of the Kai Service.

3.1 Subject to the terms and conditions of these Terms, you may access and use the Kai Service only for lawful purposes. All rights, title and interest in and to the Kai Service and its components will remain with and belong exclusively to Slate. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Kai  Service available to any third party; (b) use the Kai Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Kai Service or its components, (c) modify, adapt or hack the Kai Service to, or otherwise attempt to gain unauthorized access to the Kai Service or its related systems or networks; or (d) use any Content on other web sites or any media. You shall comply with any codes of conduct, policies or other notices Slate provides you or publishes in connection with the Kai Service, and you shall promptly notify Slate if you learn of a security breach related to the Kai Service.

3.2 Any software that may be made available by Slate in connection with the Kai Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of these Terms, Slate hereby grants you a personal, nontransferable, nonsublicensable and nonexclusive right and license to use the object code of any Software solely in connection with the Kai Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Kai Service by any means other than through the interface that is provided by Slate for use in accessing the Kai Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Slate or any third party is granted to you in connection with the Kai Service.

3.3 You are solely responsible for all data, information, feedback, voice recordings, audio content, and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter "transmit(ing)") in connection with or relating to the Kai Service ("Your Content"). You represent and warrant that Your Content transmitted by you with respect to the Kai Service will be accurate and that you have the right to provide such voice recordings and audio content. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Slate reserves the right to access your account in order to respond to your requests for technical support or take appropriate security measures.

By using the Kai Service, you acknowledge and agree that:

• You will provide voice recordings and audio content voluntarily
• Voice recordings may be processed using artificial intelligence and machine learning technologies
• Voice analysis results are for coaching and improvement purposes only
• You understand that AI analysis may not be 100% accurate and should not be relied upon for medical, legal, or other professional decisions

By transmitting our Content on or through the Kai Service, you do and shall grant Slate a nonexclusive, perpetual, irrevocable, royalty-free license to use, modify, reproduce, distribute, display, and publish Your Content solely in connection with providing the Kai Service to you and improving the Service. Slate has the right, but not the obligation, to monitor the Kai Service, Content, or Your Content. You further agree that Slate may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

3.4 You understand that the operation of the Kai Service, including your Content, may involve (a) transmissions over various networks, (b) changes to conform and adapt to technical requirements of connecting networks or devices, (c) transmission to Slate's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Kai Service, including AI processing services, and (d) transmission to AI service providers and subprocessors for voice analysis, processing or storage. You are responsible for maintaining appropriate security, protection, and backup of Your Content. While Slate uses industry-standard measures to safeguard data, we cannot guarantee that unauthorized third parties will never be able to defeat those measures. Slate disclaims any liability for any unauthorized access to or use of Your Content that is not due to its own gross negligence or willful misconduct.

3.5 AI-generated coaching feedback is intended to supplement—not replace—professional advice or human decision-making. You agree to use your own judgment, caution, and common sense regarding the use of AI-generated coaching recommendations or any other outputs provided through the Kai Service and that you bear the sole risk of any reliance or use of any Content provided through the Kai Service. You acknowledge that AI recommendations and outputs are not a substitute for professional coaching, therapy, or medical advice.

3.6 Any failure by Slate to exercise or enforce any right or provision of these Terms shall not be a waiver of that right. You acknowledge that these Terms are a contract between you and Slate, even though it is electronic and is not physically signed by you and Slate, and it governs your use of the Kai Service and takes the place of any prior agreements between you and Slate.

3.7 The Service may involve the recording and analysis of your voice inputs. By using the Service, you consent to the recording, storage, transcription, and analysis of your voice data for coaching purposes using automated and machine learning tools. These tools are intended to assist your leadership development and are not a substitute for professional advice. We may retain transcripts of your voice recordings and associated analysis to deliver or improve the Service. Please refer to our Privacy Policy for more information, including how to request deletion of your voice data.

3.8 If you choose to provide feedback, comments, or suggestions about the Kai Service, you grant Slate a non-exclusive, royalty-free license to use them for any purpose without compensation or attribution.

4. Payment.

To the extent the Kai Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Slate information regarding your credit card or other payment method. You represent and warrant to Slate that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Slate the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms. You authorize Slate to bill your payment method in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Slate know within sixty (60) days after the date that Slate invoices you. We reserve the right to change Slate's prices. If Slate does so, Slate will provide notice of the change on the Platform or in email to you, at Slate's option, at least 30 days before the change is to take effect. Your continued use of the Kai Service after the price change becomes effective constitutes your agreement to pay the changed amount.

5. Representations and Warranties.

In connection with your use, you agree that you will not: violate any local, state, or federal rules, regulations or statutes, including, but not limited to, U.S. export laws and regulations, anti-discrimination, or equal opportunity employment laws; infringe any intellectual property and privacy rights, including, but not limited to, patent, copyright, trademark, or trade secrets, of any third party; upload, post, transmit, or store any material that: is unlawful, offensive, defamatory, fraudulent, deceptive, misleading, harmful, threatening, harassing, obscene, or objectionable; breach any of your contractual or confidentiality obligations to a third party (such as a current or former employer); disrupts or interferes with the normal operations of the Platform, such as posting or transmitting viruses, continuous posting of repetitive materials, or posting abnormally large files; violate other's privacy rights or personal rights; breach or attempt to breach any security measures of the Platform; use any device, process, or mechanism to monitor, retrieve, search, or access the Platform or any Content without Slate's prior written consent; access or attempt to access any account or login of any third party; use the Kai Service to impersonate others or create fraudulent content; attempt to reverse engineer, manipulate, or circumvent any AI voice analysis algorithms; post or submit any inaccurate, false, or incomplete information; impersonate any person or entity; or misrepresent yourself, your affiliation with any third party, or your entity.

6. Termination.

You have the right to terminate your account at any time in accordance with the procedures set forth on the Platform or provided to you separately, where applicable. Upon termination, you may request deletion of your voice recordings and related data in accordance with our Privacy Policy. Slate reserves the right to (i) modify or discontinue, temporarily or permanently, the Kai Service (or any part thereof) and (ii) refuse any and all current and future use of the Kai Service, suspend or terminate your account (any part thereof) or use of the Kai Service and remove and discard any of Your Content in the Kai Service, for any reason, including if Slate believes that you have violated these Terms. Slate shall not be liable to you or any third party for any modification, suspension or discontinuation of the Kai Service. Slate will use good faith efforts to contact you to warn you prior to suspension or termination of your account by Slate. All of Your Content on the Kai Service (if any) may be permanently deleted by Slate upon any termination of your account in its sole discretion. If Slate terminates your account without cause and you have signed up for a fee-bearing service, Slate will refund the prorated, unearned portion of any amount that you have prepaid to Slate for such Kai Service. However, all accrued rights to payment and the terms of Section 4-12 shall survive termination of these Terms.

7. DISCLAIMER OF WARRANTIES.

THE KAI SERVICE, INCLUDING THE PLATFORM, CONTENT (INCLUDING VOICE ANALYSIS, COACHING RECOMMENDATIONS, AND AI-GENERATED FEEDBACK) AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Slate EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT Slate DOES NOT WARRANT THAT THE KAI SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM Slate OR THROUGH THE KAI SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Slate DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY KAI COACHING RECOMMENDATIONS, OR FEEDBACK PROVIDED THROUGH THE KAI SERVICE. AI ANALYSIS RESULTS ARE PROVIDED FOR INFORMATIONAL AND COACHING PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. SLATE ADVISERS DOES NOT GUARANTEE THAT AI-GENERATED FEEDBACK IS ACCURATE, COMPLETE, OR FREE FROM BIAS. USE OF SUCH OUTPUTS IS AT YOUR OWN DISCRETION.

8. LIMITATION OF LIABILITY.

8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL Slate BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, DECISIONS MADE BASED ON AI ANALYSIS OR RECOMMENDATIONS, UNAUTHORIZED ACCESS TO VOICE DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

8.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, Slate's LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. Indemnification.

You shall defend, indemnify, and hold harmless Slate from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, your use or misuse of voice data or AI analysis results, or your other access, contribution to, use or misuse of the Kai Service. Slate shall provide notice to you of any such claim, suit or demand. Slate reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Slate's defense of such matter.

10. Assignment.

You may not assign these Terms without the prior written consent of Slate, but Slate may assign or transfer these Terms, in whole or in part, without restriction.

11. Governing Law and Jurisdiction.

These Terms shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by Slate in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Mateo County, California for the purpose of resolving any dispute relating to your access to or use of the Kai Service.

12. Entire Agreement

These Terms, along with our Privacy Policy, constitute the entire agreement between you and Slate regarding the Service. If any provision is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.