Terms of Service

1. Definitions

• "Service" means the Kaseload hosted software platform, including the client document intake, classification, filing, reconciliation, and reminder features, together with any related websites, applications, documentation, and support we make available.
• "Customer Data" means all data, documents, files, and other content that Customer or its Authorized Users, or Customer's own clients, submit to or generate through the Service, including tax documents and taxpayer information.
• "Authorized User" means an individual employee, contractor, or agent of Customer whom Customer permits to access the Service under Customer's account.
• "End Client" means a taxpayer or other client of Customer who is invited to submit documents through the Service.
• "Usage Data" means technical and analytical data we collect about the operation, performance, and use of the Service, excluding Customer Data.

2. Eligibility and Accounts

You must be at least eighteen (18) years old and capable of forming a binding contract to use the Service. The Service is offered only in the United States, and you may not access it from, or use it in, any jurisdiction where doing so would be unlawful.

Customer is responsible for maintaining the confidentiality of its account credentials, for all activity occurring under its account, and for ensuring that each Authorized User complies with these Terms. Customer will notify us promptly at public@nextword.dev of any suspected unauthorized access. We are not liable for any loss arising from unauthorized use of Customer's account.

3. The Service; Changes; Beta Features

Subject to these Terms and payment of all applicable fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Term solely for Customer's internal business purposes.

We may modify, enhance, suspend, or discontinue any part of the Service at any time. We will use commercially reasonable efforts to avoid materially degrading core functionality during a paid subscription term, but we do not guarantee the continued availability of any particular feature.

We may offer pilot, beta, early-access, evaluation, or founding-firm features or programs ("Beta Features"). Beta Features are provided AS IS, may be modified or withdrawn at any time, are excluded from any service commitment, and are not subject to any indemnity or warranty of any kind.

4. Customer Responsibilities and Data

As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to provide, secure, support, and maintain the Service, and as otherwise permitted by our Privacy Policy.

Customer represents, warrants, and covenants, on a continuing basis, that:

• Customer has, and will maintain, all rights, consents, and authorizations necessary to submit Customer Data to the Service and to permit our processing of it as contemplated by these Terms, including any consents required under Internal Revenue Code § 7216 and Revenue Procedure 2013-14, and any applicable state analogues, before disclosing taxpayer information to us;
• Customer's use of the Service complies with all laws, regulations, and professional obligations applicable to Customer, including Treasury Circular 230, the Gramm-Leach-Bliley Act and the FTC Safeguards Rule, IRS Publication 4557, and applicable state privacy, data security, and licensing requirements;
• Customer Data does not infringe or misappropriate any third-party right and is not unlawful, defamatory, or malicious;
• Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for the professional advice, tax returns, and other work product it produces; and
• Customer will obtain any notices, consents, or authorizations required from End Clients before inviting them to use the Service.

Customer is responsible for maintaining its own copies and backups of Customer Data. We are not a system of record and do not undertake any obligation to retain Customer Data except as expressly stated in Section 8.

5. Artificial Intelligence Features; No Professional Advice

The Service uses machine learning and other automated techniques to classify, extract information from, rename, organize, and reconcile documents ("AI Features"). AI Features are probabilistic. They can and will produce results that are incomplete, inaccurate, mislabelled, misfiled, or otherwise wrong, including in ways that are not obvious.

CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND CORRECTING ALL OUTPUT OF THE AI FEATURES BEFORE RELYING ON IT. THE SERVICE IS A WORKFLOW TOOL AND IS NOT A SUBSTITUTE FOR THE INDEPENDENT PROFESSIONAL JUDGMENT OF A QUALIFIED TAX PROFESSIONAL.

We are not a tax return preparer, certified public accountant, enrolled agent, attorney, or fiduciary, and we do not provide tax, accounting, legal, or financial advice. Nothing produced by the Service constitutes such advice. Customer retains full and exclusive professional responsibility for all returns, filings, advice, and other work product, including any obligation to exercise due diligence and to verify the completeness of any client file. A document checklist, reconciliation result, or "complete" indication produced by the Service is an aid only and is not a representation that a file is accurate or complete.

6. Acceptable Use

Customer will not, and will not permit any person to:

• copy, modify, translate, or create derivative works of the Service, or reverse engineer, decompile, or otherwise attempt to derive its source code, algorithms, or underlying models;
• rent, lease, sell, sublicense, distribute, or provide access to the Service to any third party, or use it in a service bureau or on behalf of any party other than Customer's own clients;
• use the Service to build, train, or improve any competing product or machine learning model, or to benchmark it for publication without our prior written consent;
• circumvent or attempt to circumvent any usage limit, seat limit, security feature, or access control;
• upload malicious code, interfere with or disrupt the integrity or performance of the Service, or conduct penetration testing or vulnerability scanning without our prior written authorization;
• use the Service in violation of any law or regulation, or to store or transmit data for which Customer lacks the required rights or consents; or
• misrepresent Customer's identity or affiliation, or access the Service other than through the interfaces we provide.

We may investigate any suspected violation and may suspend or terminate access immediately, without notice or liability, where we reasonably believe a violation has occurred or where continued access presents a risk to the Service, to us, or to any third party.

7. Fees, Billing, and Taxes

Customer will pay all fees specified at the time of subscription or in the applicable Order. Unless otherwise stated, fees are quoted in US dollars, are billed in advance on a recurring monthly or annual basis, and are non-cancellable and non-refundable. Except where required by law, no refunds or credits are provided for partial periods, unused capacity, downgrades, or periods during which Customer did not use the Service.

Subscriptions renew automatically for successive periods of the same length unless Customer cancels before the end of the then-current period. Customer authorizes us and our payment processor to charge the payment method on file for all fees when due, including on renewal.

We may change prices effective as of the start of Customer's next renewal period by giving notice at least thirty (30) days beforehand. Continued use after the change takes effect constitutes acceptance. Introductory, promotional, pilot, and founding-firm pricing applies only on the terms stated when offered and may be conditioned on Customer's continued participation in the associated program.

Fees exclude all taxes, and Customer is responsible for all sales, use, VAT, and similar taxes other than taxes on our net income. Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Customer will reimburse our reasonable costs of collection. We may suspend the Service for non-payment after providing notice and a reasonable opportunity to cure.

8. Term, Termination, and Suspension

These Terms begin when Customer first accesses the Service and continue until all subscriptions have expired or been terminated (the "Term").

Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. We may additionally suspend or terminate access immediately for non-payment, for a violation of Section 6, where required by law, or where we reasonably determine that continued access presents a security, legal, or reputational risk.

On termination, Customer's right to access the Service ends immediately and any unpaid fees become due. Customer may export Customer Data during the thirty (30) day period following termination, after which we may delete it in the ordinary course, subject to backup retention cycles and any legal obligation to retain it. Termination does not entitle Customer to any refund.

9. Confidentiality

Each party may disclose confidential information to the other. The receiving party will use at least reasonable care to protect it, will use it only to perform under these Terms, and will disclose it only to personnel and advisors with a need to know who are bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose confidential information where legally compelled, provided it gives reasonable advance notice where lawful.

10. Intellectual Property; Feedback; Usage Data

We and our licensors retain all right, title, and interest in and to the Service, including all software, models, interfaces, documentation, and all improvements and derivative works, and all intellectual property rights therein. No rights are granted other than those expressly stated in these Terms.

If Customer provides suggestions, feedback, or ideas about the Service, Customer grants us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use and exploit them for any purpose without restriction or compensation. This applies to feedback provided in connection with any pilot, beta, or founding-firm program.

We may collect and use Usage Data, and data that has been aggregated or de-identified such that it does not identify Customer, any Authorized User, or any End Client, to operate, secure, analyze, and improve the Service and our other products. We do not use the contents of Customer Data to train generally available machine learning models, as further described in our Privacy Policy.

11. Third-Party Services

The Service may interoperate with or rely on third-party products and services, including cloud hosting, model providers, payment processors, and email delivery providers. We do not control those services, are not responsible for them, and make no warranty regarding them. Customer's use of any third-party service is governed by that provider's terms, and any exchange of data with it is at Customer's own risk.

12. Publicity

We may identify Customer as a customer and use Customer's name and logo on our website and in marketing materials, in accordance with any trademark usage guidelines Customer provides. Customer may withdraw this permission at any time by writing to public@nextword.dev, and we will cease new use within a reasonable period.

13. Disclaimers

THE SERVICE, INCLUDING ALL AI FEATURES AND ALL OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY DOCUMENT WILL BE CORRECTLY CLASSIFIED, NAMED, FILED, OR RECONCILED; THAT ANY MISSING DOCUMENT WILL BE IDENTIFIED; THAT ANY REMINDER WILL BE DELIVERED; OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the above exclusions apply to the maximum extent permitted by law.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, PROFESSIONAL LIABILITY, PENALTIES OR INTEREST ASSESSED BY ANY TAXING AUTHORITY, MISSED FILING DEADLINES, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, FOR ALL CLAIMS COMBINED AND UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO US FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE CUSTOMER HAS PAID NOTHING — INCLUDING DURING ANY FREE TRIAL, PILOT, OR BETA PERIOD — OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100).

These limitations apply to the maximum extent permitted by law, even if a limited remedy fails of its essential purpose, and form an essential basis of the bargain between the parties; the fees reflect this allocation of risk. They do not limit Customer's obligation to pay fees due or Customer's indemnification obligations under Section 15. Some jurisdictions do not allow certain limitations, in which case the above applies to the fullest extent permitted.

15. Indemnification

Customer will defend, indemnify, and hold harmless Kaseload and its members, officers, employees, contractors, and agents from and against any third-party claim, demand, suit, or proceeding, and all resulting losses, damages, liabilities, penalties, settlements, and reasonable attorneys' fees and costs, arising out of or relating to: (a) Customer Data, including any claim that it infringes or misappropriates a third-party right or was submitted without required rights or consents; (b) Customer's or any Authorized User's use of the Service in breach of these Terms or in violation of law; (c) Customer's professional services, advice, filings, or work product, or any claim by an End Client relating to them; or (d) Customer's failure to obtain any consent required under Internal Revenue Code § 7216 or any applicable privacy or data security law.

We will give Customer prompt notice of any claim, reasonable cooperation at Customer's expense, and control of the defense, provided that Customer may not settle any claim in a way that imposes any obligation or admission on us without our prior written consent.

16. Binding Arbitration and Class Action Waiver

This Section affects your legal rights. It requires most disputes to be resolved individually, through binding arbitration, and waives your right to a jury trial and to participate in a class or representative action. You may opt out as described below.

Informal resolution first. Before commencing arbitration, the party raising a dispute will send a written notice describing it and the relief sought to public@nextword.dev, and the parties will attempt in good faith to resolve it for sixty (60) days. This is a condition precedent to commencing arbitration, and any applicable limitations period is tolled during that period.

Agreement to arbitrate. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including their formation, interpretation, breach, termination, validity, enforceability, or the scope of this arbitration agreement, that is not resolved informally will be settled by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitrator — and not any court — has exclusive authority to resolve any question of arbitrability. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

Procedure. The arbitration will be conducted before a single arbitrator with substantial experience in commercial software disputes. The seat of arbitration is Orlando, Orange County, Florida. The arbitrator may conduct proceedings by telephone, videoconference, or on the basis of written submissions, and no party may be required to travel to appear in person unless the arbitrator determines otherwise. The arbitrator will apply the governing law specified in Section 17, may award only such relief as a court could award on the individual claim, may not award punitive or exemplary damages, and is bound by the limitations in Section 13 and Section 14. Judgment on the award may be entered in any court of competent jurisdiction.

CLASS ACTION AND JURY WAIVER. ALL CLAIMS MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property or breach of confidentiality obligations, without first satisfying the informal resolution requirement.

Costs and confidentiality. Filing, administrative, and arbitrator fees will be allocated under the AAA Commercial Arbitration Rules. Each party bears its own attorneys' fees except where a statute or the arbitrator's award provides otherwise. The existence and content of the arbitration, and any award, are confidential except as necessary to enforce the award or as required by law.

Opt-out. Customer may reject this Section 16 by sending written notice to public@nextword.dev with the subject line "Arbitration Opt-Out," including Customer's name and account details, within thirty (30) days of first accepting these Terms. A timely opt-out affects only this Section; the remainder of the Terms continues to apply, and disputes will then be resolved in the courts identified in Section 17.

Severability of this Section. If the class action and jury waiver above is found unenforceable as to any claim or request for relief, that claim or request will be severed and heard in a court of competent jurisdiction, and all other claims will remain in arbitration. If any other portion of this Section is found unenforceable, it will be severed and the remainder enforced.

Time limit. To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after it accrues, or it is permanently barred.

17. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida, excluding its conflict-of-laws rules, except that the Federal Arbitration Act governs Section 16 and the internal affairs of Next Reality Labs LLC are governed by the laws of the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, Florida, and waive any objection to that forum.

18. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, internet or utility failure, denial-of-service attack, or the failure or degradation of any third-party hosting or model provider.

19. Changes to These Terms

We may update these Terms from time to time. If a change is material, we will provide reasonable notice by posting the updated Terms with a new effective date and, where practicable, by email or in-product notice. Changes take effect on the stated effective date, except that changes to Section 16 apply only prospectively. Continued use of the Service after the effective date constitutes acceptance. If Customer does not agree, Customer's sole remedy is to stop using the Service and terminate its subscription.

20. General

These Terms, together with any Order and our Privacy Policy, are the entire agreement between the parties on this subject and supersede all prior or contemporaneous understandings. Any additional or conflicting terms in a Customer purchase order or similar document are void. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in effect. No waiver is effective unless in writing, and no failure to enforce a provision waives it.

Customer may not assign these Terms without our prior written consent; we may assign them freely, including in connection with a merger, reorganization, or sale of assets. These Terms bind and benefit the parties' permitted successors and assigns. The parties are independent contractors, and nothing creates a partnership, joint venture, agency, or fiduciary relationship. There are no third-party beneficiaries. Notices to us must be sent to public@nextword.dev; notices to Customer may be sent to the email address on Customer's account.

Sections concerning Customer Data ownership, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, arbitration, governing law, and this General section survive termination.

21. Contact

Questions about these Terms may be sent to public@nextword.dev, addressed to Next Reality Labs LLC d/b/a Kaseload.