Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Kapy Pay, Inc., doing business as Iconik ("Iconik," "we," "us," or "our") regarding your use of the Iconik platform, including our website, mobile applications, and services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy (available at https://iconikminds.com/privacy), and all applicable laws and regulations. If you disagree with any part of these Terms, then you may not access the Service.

If you are using the Service on behalf of an organization or entity, you represent that you have the authority to bind that organization or entity to these Terms. In such case, the terms "you" and "your" will refer to that organization or entity.

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Post the updated Terms on our website with a revised "Last Updated" date.

• Notify you by email or through a prominent notice on the Service at least 30 days before the changes take effect.

• Where required by applicable law, obtain your consent to any material changes.

Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree with the revised Terms, you must stop using the Service before they take effect.

Iconik is an AI-powered platform that provides AI agents for the hospitality industry, enabling businesses such as private travel membership clubs to automate and scale member services. Our Service includes:

• AI agents that handle member inquiries, reservations, renewals, upgrades, and support across channels such as chat, voice, web, email, and messaging applications.

• Configuration of AI agents using your organization's knowledge base and brand voice.

• Dashboards and analytics for monitoring conversations, usage, and performance.

• Integrations with third-party systems used to operate your member services.

• Web-based platforms and related applications.

• Customer support and technical assistance.

The Service may be modified, suspended, or discontinued at any time. We will make commercially reasonable efforts to provide advance notice of material changes to the Service that may adversely affect your use.

4.1 Age Requirements

To use the Service, you must meet the following age requirements based on your jurisdiction:

• United States: You must be at least 13 years old. Users between 13 and 17 must have verifiable parental or guardian consent, in accordance with the Children's Online Privacy Protection Act (COPPA).

• European Economic Area: You must be at least 16 years old (or the lower age set by your member state, which may be as low as 13). Users below 18 must have verifiable parental or guardian consent, in accordance with the General Data Protection Regulation (GDPR).

• Other jurisdictions: You must meet the minimum age required by the data protection laws applicable in your jurisdiction. Users who are minors in their jurisdiction must have verifiable parental or guardian consent.

4.2 Account Registration

To access certain features of the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

You may not create multiple accounts for the purpose of abusing the Service or circumventing any restrictions or limitations.

By using the Service, you acknowledge and agree to the following practices regarding AI data. For full details, please refer to our Privacy Policy.

5.1 AI Training and Improvement

Your conversations with AI agents may be used to train, improve, and enhance our AI models and the quality of the Service. When conversation data is used for these purposes, it is always anonymized and aggregated so that no individual user can be identified.

5.2 Human Review

In limited circumstances, conversations may be reviewed by authorized personnel for quality assurance, safety, and model improvement purposes. Any such review is conducted strictly on an anonymized basis, meaning reviewers cannot identify the individual user associated with any conversation.

5.3 Business Customer Access to Conversations

Iconik provides AI agents to hospitality businesses (such as private travel membership clubs and their operators) that use our platform to serve their members and guests. Where you interact with an AI agent operated on behalf of one of these businesses, that business is the controller of the resulting conversation data and may access those conversations, together with related member and service information, in order to provide reservations, renewals, member services, and support.

In these cases, Iconik acts as a service provider (data processor) and handles the conversation data on the business's behalf and under its instructions. That business's use of your information is also governed by its own privacy policy; if you have questions about how a specific business uses your data, please contact that business directly.

5.4 AI Limitations

Our AI agents are designed to assist with member services, information, and support, but they are not a substitute for professional advice, and AI responses are generated based on available data and may not always be accurate, complete, or up-to-date. You should not rely solely on AI agent responses for critical decisions and should verify important information or consult appropriate professionals when necessary.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

• To violate any applicable laws or regulations.

• To infringe upon the rights of others.

• To transmit harmful, offensive, or inappropriate content.

• To attempt to gain unauthorized access to our systems.

• To interfere with or disrupt the Service.

• To use automated systems to access the Service without our prior written consent.

• To impersonate another person or entity.

• To collect or store personal data of other users without consent.

• To reverse-engineer, decompile, or attempt to extract the source code or underlying algorithms of the Service or its AI models.

• To use the Service to develop competing AI products or services.

We reserve the right to terminate or suspend accounts that violate these policies in accordance with Section 12 of these Terms.

7.1 Our Intellectual Property

The Service and its original content, features, and functionality are owned by Iconik and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Service without our prior written consent.

7.2 Your Content

You retain ownership of any content you create or upload to the Service. However, by uploading content or engaging in conversations through the Service, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, and distribute your content in connection with the operation and improvement of the Service.

With respect to anonymized and aggregated conversation data used for AI training and improvement as described in Section 5, the license granted herein shall survive the termination or deletion of your account. For all other identifiable content, the license terminates when you delete your account and we have completed any necessary data processing.

7.3 AI-Generated Content

The AI agents and their responses are provided to support member services and information. AI-generated content does not constitute professional advice. You may use AI-generated responses for their intended purpose, but you may not commercially redistribute AI-generated content without our prior written consent.

Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

We collect and process personal data in accordance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) for users in the European Economic Area, the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) for California residents, and other applicable privacy legislation.

For full details on the data we collect, how we use it, your rights under applicable law, and how to exercise those rights, please refer to our Privacy Policy available at https://iconikminds.com/privacy.

9.1 Pricing

Some features of the Service require a paid subscription or plan. Pricing is set by Iconik and displayed or agreed at the time of purchase. By purchasing a subscription or plan, you agree to the pricing and payment terms presented at that time.

9.2 Payment Processing

All payments are processed securely through our third-party payment processors. You authorize us to charge your selected payment method for all fees associated with your subscription. You are responsible for ensuring that your payment information is accurate and up-to-date.

9.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing cycle unless you cancel before the renewal date. You will be charged the then-current subscription price at the time of renewal.

9.4 Cancellation

You may cancel your subscription at any time through your account settings. Upon cancellation, you will retain access to the paid features of the Service through the end of your current billing period. No refund will be issued for the remaining portion of the current billing cycle.

9.5 Refunds

Refunds are provided in accordance with our refund policy. For users in the European Union, you may have the right to a refund within 14 days of purchase in accordance with the EU Consumer Rights Directive, provided you have not fully utilized the Service during that period. Please contact our support team for refund requests.

9.6 Price Changes

We reserve the right to change subscription pricing at any time. Price changes will be communicated to you at least 30 days in advance and will not affect your existing subscription until the next billing cycle. If you do not agree to the new pricing, you may cancel your subscription before the new price takes effect.

10.1 Service Disclaimer

The Service is provided "as is" and "as available" without warranties of any kind. To the maximum extent permitted by applicable law, we disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy or reliability of the Service or any content provided through it.

We do not warrant that the Service will be uninterrupted, secure, or error-free, or that defects will be corrected.

10.2 AI-Specific Disclaimers

Our AI agents are designed to assist with member services, information, and support. They are not a substitute for professional advice. AI responses are generated based on available data and may not always be accurate, complete, or up-to-date. You should not rely solely on AI agent responses for critical decisions and should verify important information or consult appropriate professionals when necessary.

10.3 Limitation of Liability

To the maximum extent permitted by law, Iconik shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or relating to your use of the Service.

Our total aggregate liability to you for any claims arising out of or relating to these Terms or your use of the Service shall not exceed the total amount you paid for the Service in the 12 months preceding the claim.

These limitations do not apply to damages caused by our gross negligence or intentional misconduct, or where limitation of liability is prohibited by applicable law. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.

10.4 Consumer Protection

If you are a consumer in the European Union, European Economic Area, or the United Kingdom, you benefit from mandatory provisions of the law of the country in which you reside. Nothing in these Terms affects your rights as a consumer under such mandatory provisions.

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Iconik, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service in violation of these Terms.

• Your violation of any applicable law or regulation.

• Your infringement of any third-party rights.

• Any content you submit or transmit through the Service.

• Your reliance on AI-generated advice for decisions that result in harm or loss.

This indemnification obligation does not apply to the extent that the claim arises from our own negligence, willful misconduct, or breach of these Terms. For users in the European Union, this indemnification clause applies only to the extent permitted by applicable consumer protection laws.

12.1 Termination by You

You may terminate your account at any time by using the account deletion feature in your settings or by contacting our support team. If you have an active paid subscription, cancellation and termination are subject to the provisions of Section 9.4.

12.2 Termination by Us

We may terminate or suspend your account in the following circumstances:

• Immediate termination: If you materially breach these Terms, engage in fraudulent or illegal activity, or pose a risk to the safety or security of other users or the Service.

• Termination with notice: For any other reason, with at least 30 days' written notice to the email address associated with your account.

12.3 Effects of Termination

Upon termination, your right to use the Service will cease immediately. You may request deletion of your personal data in accordance with our Privacy Policy and applicable data protection laws.

All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, limitations of liability, and the license granted for anonymized data as described in Section 7.2.

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

13.2 Arbitration

Except as provided in Section 13.4, any disputes arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Consumer Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, or at such other location as mutually agreed upon by the parties.

13.3 Class Action Waiver

To the maximum extent permitted by applicable law, you agree to waive any right to participate in a class action lawsuit or class-wide arbitration. Any arbitration will be conducted on an individual basis.

13.4 Jurisdictional Exceptions

If you are a consumer resident in the European Union, European Economic Area, the United Kingdom, or Switzerland, the arbitration clause and class action waiver in Sections 13.2 and 13.3 do not apply to you. You may bring claims in the courts of your country of habitual residence, and mandatory consumer protection laws of your jurisdiction shall apply.

If you are a resident of California or another US state that restricts mandatory arbitration for certain claims, the arbitration clause may not apply to the extent prohibited by applicable law.

13.5 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.

By creating an account or using the Service, you consent to receiving electronic communications from us, including emails, push notifications, and in-app messages. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

You may opt out of non-essential marketing communications at any time by following the unsubscribe instructions in the communication or through your account settings. Opting out of marketing communications does not affect our ability to send you essential service-related communications, such as security alerts, account notifications, and billing information.

Iconik shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to natural disasters, acts of war or terrorism, pandemics, government actions, power outages, internet or telecommunications failures, cyberattacks, or failures of third-party service providers.

In the event of a force majeure event, we will make commercially reasonable efforts to resume normal operations as soon as practicable and will notify affected users of any material impact on the Service.

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and Iconik regarding your use of the Service, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings.

16.2 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by us.

16.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

If you have any questions about these Terms of Service, please contact us:

Company: Kapy Pay, Inc. (doing business as Iconik)

Email: [email protected]

Address: 131 Continental Dr., Suite 305, Newark, DE 19713, United States

Data Protection Officer: Alejandro Bogado – [email protected]

We will respond to your inquiry within a reasonable timeframe.