Terms of Services

Accepting the Terms of Service

These terms of service (the “Agreement”) are between Kipwise Inc., a Delaware corporation at 3 Germay Dr, 4 STE, Wilmington, DE 19804-1127 (“Kipwise”, “we”), and you. They cover kipwise.com and kipwise.eu (the “Site”) and the services on it: the Kipwise knowledge base, Kipwise Agent in Slack and Microsoft Teams, the support desk (chat widget, inbox and tickets), the internal request desk and Tasks (together, the “Services”). By creating an account, installing Kipwise Agent, or using the Services, you agree to this Agreement. If you do this for a company, you confirm you have authority to bind it, and “you” means the company. If you do not agree, do not use the Services.

1. Access to the Services

Subject to this Agreement, we give you a limited, non-exclusive, non-transferable right to use the Services for your own internal business purposes. We may change, suspend or stop any part of the Services, and we will give reasonable notice of a change that removes a paid feature. We may update this Agreement by posting a new version on the Site and, where we can, by email. A change takes effect when posted, and if you keep using the Services you accept it. If a change matters to you and you do not accept it, you may stop using the Services and cancel.

You must be able to form a binding contract where you live. The Services are not for children, and no one under 13 may give us personal information.

2. Accounts, workspaces and admins

You must give accurate registration information and keep your sign-in details safe. You are responsible for everything done under your account and your workspace, including by the people you invite, and by the agent when it acts for you. Tell us at once if you think an account was used without permission. Installing Kipwise Agent in a Slack or Microsoft workspace requires someone with the right to install apps there. Kipwise admins control settings such as memory, the tools the agent may use, guests, spending limits and which tools are on. Where Slack, Microsoft or another platform governs your use of its own service, its terms apply to that part.

3. Your content and your data

“Customer Content” means everything you or your users put into the Services or have them read: pages, comments, files, messages, tickets, requests, cards, and the data from tools you connect. You own your Customer Content. You give us the right to host, copy, process and display it only as needed to provide the Services to you, to keep them secure, and as the law requires. We do not use Customer Content to train AI models. You are responsible for your Customer Content, for having the rights and legal basis to put it into the Services, and for telling the people whose data it contains what you do with it. When you use the support desk, you are the controller of your customers’ personal data and we are your processor. How we handle personal data is in our Privacy Policy, and our GDPR page describes our data processing agreement. The workspace’s region (US or EU) is described in the Privacy Policy. We do not control or actively monitor Customer Content, and we may remove it if we are told in good faith that it breaks the law or this Agreement.

We own the Services, including the software, the design and our trademarks. You may send us feedback, and we may use it without limit or payment. These terms do not give you any right in our trademarks.

4. Kipwise Agent

What it does. Kipwise Agent is an AI teammate. When you ask it in Slack or Teams, it reads what you and the people in the conversation can access, uses the tools you have connected, and writes an answer or does the task.

It acts as you. It uses your own access to each connected tool, so it can do what you could do there, and no more. You are responsible for the connections you make and for the actions you ask for.

Approvals for write actions. It reads without asking. Before it creates, changes, sends, publishes or deletes something in another system, it shows a card with the exact action, and the person who asked must press Approve. The card expires after 30 minutes. If you approve it, you authorize the action and are responsible for the result, including actions that cannot be undone, such as sending an email or deleting a post. A scheduled task or automation runs the actions you approved when you created it, without asking again each time. Read the card before you approve it.

AI output. The agent uses large language models, and its output can be wrong, incomplete or out of date, even when it sounds sure. It is not professional advice, including legal, medical, financial or tax advice. You must check what matters before you rely on it or act on it, and you remain responsible for decisions you make with it. We do not promise that the output is accurate, unique or fit for a purpose, or that it will not resemble other output. Anything you ask it to send in your name to other people is your communication.

Memory. Memory is on by default in each workspace, and it keeps short facts from Slack messages, as described in the Privacy Policy. A Kipwise admin can turn it off and delete what it holds. Before you install, make sure you may use workspace messages this way, and tell your members.

Third-party tools and AI providers. The agent calls services we do not run, for example Gmail, Google Drive, Notion, GitHub, a CRM or an accounting tool, and AI models run by our providers. Their availability and their terms are outside our control. We are not responsible for what those services do or hold.

Credits and limits. The agent’s AI use is paid from credits (see Fees). We may limit rates, file sizes and request size to keep the Services working.

5. Acceptable use

You are responsible for your use of the Services. You may not, and may not let others:

• break the law, or infringe the rights of others, including privacy and intellectual property rights;
• send spam or unsolicited bulk mail, harass, threaten or abuse anyone, or impersonate a person or organization;
• put in or ask the agent to produce malware, or attempt to get around security, rate limits or credit limits, probe or test the Services without our written permission, or break into accounts or networks;
• use the agent to access an account, system or data that you are not allowed to use, or to attempt to trick the agent into acting beyond a person’s permissions;
• use the Services for weapons, for decisions with legal or similarly significant effects on a person made without human review, or for any use that could endanger a person’s life or safety;
• use output to build a model that competes with the Services, resell or sublicense the Services without our consent, or reverse engineer them except where the law allows it;
• share a login between people, or keep an account for the purpose of abusing free trials.

We may suspend or limit an account that breaks this section, and we may remove the content involved.

6. Third party websites and services

The Site and the Services link to and connect with services we do not own or control. We make no promise about them, do not endorse them, and are not liable for their content, security or practices. Your use of them is under their terms.

7. Fees, trials and payment

Kipwise Agent. Kipwise Agent costs US$10 per user per month, or US$108 per user per year, with a minimum of 3 users, in US dollars and excluding tax. Each user gets US$5 of AI credit each month, and the workspace gets US$2 per user of shared team credit. One credit equals US$1 of AI usage, charged at our cost. Unused monthly credit does not carry over. When a person’s own credit and the team credit are used up, that person is paused until credit is added. Credit can be topped up for US$1 per credit, from 20 credits, with a discount from 100 credits. Top-up credit does not expire. Current prices are on our pricing page, and the price you accept at checkout applies to that term.

Trials. A workspace that installs Kipwise Agent gets a free trial of US$2 of credit for 7 days on the fast model, and US$10 for 14 days with all models if it has a saved card or is on a paid Slack plan, or is an existing Kipwise customer. There is one trial per Slack workspace. We may end or limit a trial that is abused.

Included features. While a workspace’s Kipwise Agent trial or paid plan is active, we include the Premium plan of the knowledge base, with the support desk, request desk and Tasks, at no extra charge. If the trial ends or the plan lapses, the knowledge base locks and these extras stop.

Knowledge base plans. Other plans for the knowledge base are priced as shown on the pricing page or in an order form.

Payment. Payment is by card or invoice through Stripe. Paid plans renew each month or year until you cancel. You can change seats or cancel in the billing portal. A cancellation takes effect at the end of the period you paid for. A seat increase is billed at once, and a decrease takes effect at the next period. If a payment fails, we may pause the Services after a short grace period. You pay all taxes other than those on our income. Fees are non-refundable unless the law requires it or we say otherwise in writing. If you ask for a refund of the latest payment and we give it, the subscription ends. We may change prices with reasonable advance notice, and you can cancel before the new price starts.

8. Termination

You may stop using the Services and cancel at any time. We may suspend or end your access at once if you break this Agreement, if you do not pay, or if we must for legal or security reasons. We may also end a free account or the Services for convenience on reasonable notice. When your access ends, your right to use the Services stops. Remove Kipwise Agent from your Slack or Microsoft workspace to end its access to the workspace. We then delete workspace memory and the accounts shared in channels as the Privacy Policy describes. Ask us for the rest, and we will delete your Customer Content within 30 days of your request, unless the law makes us keep it. Sections that by their nature should survive do so, including ownership, payment owed, disclaimers, liability limits, indemnity and governing law.

9. Warranty disclaimer

The Services are provided “as is” and “as available”. To the fullest extent the law allows, Kipwise disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. This includes any output of the AI. Kipwise does not control Customer Content or the services you connect, and does not promise that it will keep or restore content you transmit or archive. You should keep your own copies of anything important. Some places do not allow some of these disclaimers, so they may not all apply to you.

10. Limitation of liability

To the fullest extent the law allows, Kipwise, its directors, officers, shareholders, employees and members will not be liable for any indirect, incidental, special, punitive or consequential damages, or for lost profits, revenue, data or goodwill, arising from or related to the Services or this Agreement, even if told they might happen. Kipwise’s total liability for all claims is limited to the greater of the amount you paid Kipwise for the Services in the 12 months before the claim and three hundred U.S. dollars. Nothing in this Agreement limits liability that the law does not allow to be limited. These limits apply whatever the legal theory.

11. Indemnity

You will indemnify and hold Kipwise, its directors, officers and employees harmless, including costs and attorneys’ fees, from any claim by a third party due to or arising out of your Customer Content, your access to or use of the Services (including actions you approve or have the agent take), your breach of this Agreement, or the infringement by you, or anyone using your account, of any right of any person or entity.

12. Privacy and data protection

Our Privacy Policy explains how we handle personal information, and our Sub-processors page lists the providers we use. If the GDPR or a similar law applies to personal data you put in the Services, a data processing agreement is available, as described on the GDPR page.

13. Governing law and general terms

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. This Agreement (including the Privacy Policy and any order form) is the whole agreement between you and Kipwise on its subject and replaces earlier understandings. If part of it is unenforceable, the rest stays in force. A failure to use a right is not a waiver of it. Neither side is liable for failing to perform because of causes beyond its reasonable control, including failures of the internet, the cloud, a platform such as Slack or Microsoft, or an AI provider. You may not assign this Agreement without our written consent. We may assign it, including to a buyer of our business. No agency, partnership, joint venture or employment is created. Notices to you may go to the email address on your account or appear in the Services. Notices to us go to support@kipwise.com.

14. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements

Kipwise respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Services.

Kipwise’s intellectual property policy is to (a) remove material that Kipwise believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Services, and (b) remove any Content posted to the Services by “repeat infringers.” Kipwise considers a “repeat infringer” to be any user that has uploaded Content to the Services and for whom Kipwise has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such Content. Kipwise has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon Kipwise’s own determination.

Procedure for Reporting Claimed Infringement

If you believe that any content made available on or through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your communication must include substantially the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
• Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
• Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Kipwise to locate the material;
• Information reasonably sufficient to permit Kipwise to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
• A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

Designated Agent Contact Information

Kipwise’s Designated Agent for notices of claimed infringement can be contacted at:

• Via E-mail: support@kipwise.com
• Via International Mail:
  
  Kipwise Inc.
  3 Germay Dr.
  Ste 4 - 4996
  Wilmington DE 19804

Counter Notification

If you receive a notification from Kipwise that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Kipwise with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Kipwise’s Designated Agent through one of the methods identified immediately above, and include substantially the following information:

• A physical or electronic signature of the subscriber;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Kipwise may be found, and that the subscriber will accept service of process from the person who provided a Notification of Claimed Infringement as set forth above or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

Kipwise Actions Following Receipt of Counter Notification

Upon receipt of a Counter Notification, Kipwise shall promptly provide the party submitting a Notification of Claimed Infringement with a copy of the Counter Notification, and Kipwise will replace the removed material or cease disabling access to it in not less than 10, nor more than fourteen (14), business days following receipt of the Counter Notice, unless Kipwise’s Designated Agent first receives notice from the person who submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on Kipwise’s system or network.

False Notifications of Claimed Infringement or Counter Notifications

The Copyright Act provides that:

any person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Kipwise] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. § 512(f).

Kipwise reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this Agreement should be sent to the Designated Agent at copyright@kipwise.com or to the postal address identified above. Any other comments, compliments, complaints or suggestions about Kipwise, the operation of the Services or any other matter should be sent to support@kipwise.com.