Kademi's SaaS Terms of Service

1. APPLICATION OF TERMS

1.1. These Terms apply to your use of the SaaS Service (as that term is defined below). By accessing and using the SaaS Service:

1.1.1. you agree to these Terms; and

1.1.2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2. You must be 18 years of age or older to use the SaaS Service.

1.3. If you do not agree to these Terms, or if you are under 18 years of age, you are not authorised to access and use the SaaS Service, and you must immediately stop doing so.

1.4. If the processing of Content (as defined below) is governed by the GDPR (as defined below) the additional terms in the Data Processing Addendum located at https://www.kademi.co/dpa/ forms part of these Terms.

2. CHANGES

2.1. Subject to clause 2.3, we may change these Terms at any time by giving you not less than 30 days notice of the change by email or by posting a notice on the Website.

2.2. You are responsible for ensuring you are familiar with the latest Terms.

2.3 If a change to these Terms has a material adverse impact to you, you may terminate these Terms and your right to access and use the SaaS Service on no less than 10 days’ notice, provided the notice is received by us before the date that the change takes effect. If you give notice under this clause 2.3, the previous version of the Terms will apply to your access to and use of the SaaS Service during the notice period. If you do not exercise your termination right under this clause, and you continue to access and use the SaaS Service from the date on which the changed Terms take effect, you agree to be bound by the changed Terms.

2.4. These Terms were last updated on 23rd June 2025.

3. INTERPRETATION

In these Terms:

“Account” means a single tenanted account that gives you access to the SaaS Service.

“AI Functionality” means natural language processing and artificial intelligence services, including generative artificial intelligence, that are made available to you as optional features of the SaaS Service.

“AI Outputs” has the meaning given in clause 10.5.1.

“Analytical Data” means aggregated, anonymized statistical and analytical data that supports certain product features and functionality with the SaaS Service, for example, machine learning, or statistical account usage.

“Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Services. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Kademi Software. Your Confidential Information includes the Content.

“Content” means all:

▲ data, content, software and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the SaaS Service; and

▲ Third Party Content.

"End Users" means the individuals, customers, affiliates and partners who access a Solution or receive communications from you using the SaaS Service.

“Fees” means the applicable fees as agreed in writing between you and us, as may be updated from time to time in accordance with clause 7.7.

“Force Majeure” means an event that is beyond the reasonable control of a party, excluding:

▲ an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or

▲ a lack of funds for any reason.

“GDPR” means the General Data Protection Regulation of the European Union and the equivalent laws of the United Kingdom.

including and similar words do not imply any limit.

“Initial Term” means the initial term of your subscription to the applicable SaaS Service as specified on your Order Form.

“Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

“Kademi Software” means the software owned by us (and our licensors) that is used to provide the SaaS Service.

“Objectionable” includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

“Order” or “Order Form” means the Kademi-approved form or online subscription process which references these Terms and by which you agree to subscribe to the SaaS Service or purchase Professional Services.

a “party” includes that party’s permitted assigns.

a “person” includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

“personal information” means information about an identifiable, living person.

“personnel” includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

"Professional Services" means the professional services provided to you by us, which may include training services, installation, integration or other professional services.

“Sales Tax” means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law.

“SaaS Service” means the service having the core functionality described on the Website, as the Website is updated from time to time, or otherwise notified to you.

“Services” means the SaaS Service and the Professional Services.

“Solution” means a website, portal or other solution you build using the SaaS Service.

“Start Date” means the earlier of the date that you set up an account or the date that you first access or use the SaaS Service.

“Subscription Term” means the Initial Term and each subsequent renewal term (if any).

“Terms” means these terms titled SaaS terms of use.

“Third Party Content” means data, content, software and information (including personal information) owned, held, used or created by or on behalf of a third party that is stored using, or inputted into the SaaS Service by or on behalf of that third party and that the third party authorises you to access via the SaaS Service.

“Underlying Systems” means the Kademi Software, IT solutions, systems and networks (including software and hardware) used to provide the SaaS Service, including any third party solutions, systems and networks.

“Users” means your employees, representatives, consultants, contractors, customers, partners, affiliates, or agents who are authorized to use the SaaS Service for your benefit and have unique user identifications for the SaaS Service.

“We”, “us” or “our” means Kademi Limited, company number 5259983.

“Website” means the internet site at https://www.kademi.co, https://docs.kademi.co, or such other site notified to you by us.

“Year” means a 12-month period starting on the Start Date or the anniversary of that date.

“You” or “your” means you or, if clause 1.1.2 applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

4. SAAS SERVICE PROVISION

4.1. We must use reasonable efforts to provide the SaaS Service:

4.1.1. in accordance with these Terms and New Zealand law;

4.1.2. exercising reasonable care, skill and diligence; and

4.1.3. using suitably skilled, experienced and qualified personnel.

4.2. Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person.

4.3. Subject to clause 4.4, we will use commercially reasonable efforts to meet a Service Uptime of 99.95% for the SaaS Service. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website or notify you by email advance details of any unavailability. In this clause:

4.3.1. “Service Uptime” means (total time in calendar month - duration of Excluded Events over the calendar month - duration of Downtime over the calendar month) / (total hours in calendar month - duration of Excluded Events over the calendar month) x 100%;

4.3.2. “Excluded Events” means unavailability of the SaaS Service that is due to:

4.3.2.1. any breach of the Terms by you;

4.3.2.2. outages, bugs, defects, errors, failures or vulnerabilities in your or third party systems, except to the extent caused or contributed to by us;

4.3.2.3. outages, bugs, defects, errors, failures or vulnerabilities arising from use of the SaaS Service by you or your Users or End Users in a manner contrary to the reasonable instructions or restrictions notified to you;

4.3.2.4. factors outside of our reasonable control, including any Force Majeure event, Internet access, problems beyond the demarcation point of the SaaS Service (the demarcation point for the SaaS Service is our hosting environment) or outages of, or issues caused by, third party cloud service providers used by us, except to the extent caused or contributed to by us; or

4.3.2.5. our suspension or termination of your or your Users’ right to use the SaaS Service in accordance with these Terms; and

4.3.3. “Downtime” means the time during which the SaaS Service is unavailable for access and use.

4.4. Through the use of web services and APIs, the SaaS Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

5. YOUR OBLIGATIONS

5.1. You and your Users must:

5.1.1. use the Services in accordance with these Terms solely for:

5.1.1.1. your own internal business purposes; and

5.1.1.2. lawful purposes; and

5.1.2. not resell or make available the Services to any third party, or otherwise commercially exploit the Services.

5.2. When accessing the SaaS Service, you and your Users must:

5.2.1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;

5.2.2. correctly identify the sender of all electronic transmissions;

5.2.3. not attempt to undermine the security or integrity of the Underlying Systems;

5.2.4. not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service;

5.2.5. not attempt to view, access or copy any material or data other than:

5.2.5.1. that which you are authorised to access; and

5.2.5.2. to the extent necessary for you to use the SaaS Service in accordance with these Terms; and

5.2.6. neither use the SaaS Service in a manner, nor transmit, input, store or use any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3. You are responsible for the creation and operation of your Solution, and its Content, and anything else you input into the Solution, regulatory compliance, alleged or actual violation of applicable laws, or your breach of these Terms of Service. You represent and warrant that your Solution, Content, and services you use through the SaaS Service will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, we will not be the owner of the Solution you build on the SaaS Service and will have no responsibility for your Solution you operate through the SaaS Service.

5.4. Without limiting clause 5.2, no individual other than your Users may access or use the SaaS Service. You may authorise any member of your personnel to be a User, in which case you must create a user account with the User’s name and other information that we reasonably require in relation to the User. You must procure each User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.

5.5. You are responsible for making sure your End Users:

5.5.1. do not attempt to undermine the security or integrity of the Underlying Systems

5.5.2. do not use, or misuse, the Solution in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service;

5.5.3. neither use the Solution in a manner, nor transmit, input, store or use any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.6. You must use a working email address when you access the SaaS Service. You acknowledge that the email address you use to create an account or access the SaaS Service with or that you otherwise notify to us from time to time will be used as your primary method for communication with us (“Primary Email Address”). You must monitor your Primary Email Address which must be capable of both sending and receiving messages. It is your responsibility to ensure emails sent by us to you do not land in your spam folder.

5.7. You, your Users and your End Users are responsible for keeping your and their passwords secure. We will not be liable for any loss or damage from your or their failure to maintain the security of your or their Account and password.

5.8. A breach of any of these Terms by your Users or your End Users is deemed to be a breach of these Terms by you.

5.9. You are responsible for procuring all licences, authorisations and consents required for you, and your Users, to use the SaaS Service, including to use, store and input Content into, to process and distribute Content through, and to use Content in connection with, the SaaS Service.

5.10. At your own risk and sole responsibility, you may customise the SaaS Service which can include but is not limited to creating a custom application, integrate with a third party service, edit application template code, or use an application programming interface or OAuth mechanism. In doing so, you agree that:

5.10.1. you must follow industry best practices (determined by reference to what would ordinarily be expected from a skilled and experienced person engaged in the same type of activity under the same or similar circumstances);

5.10.2. we are not required to provide support for your customisation; and

5.10.3. WE GIVE NO WARRANTIES TO YOU AND HAVE NO LIABILITY TO YOU FOR YOUR CUSTOMISATION OF THE SAAS SERVICE, OR FOR YOUR ACCESS TO AND USE OF YOUR CUSTOMISATION OF THE SAAS SERVICE.

6. CONTENT

6.1. You acknowledge that:

6.1.1. we may require access to the Content to exercise our rights and perform our obligations under these Terms; and

6.1.2. to the extent that this is necessary but subject to clause 9, we may authorise a member or members of our personnel to access the Content for this purpose.

6.2. You must arrange all consents and approvals that are necessary for us to access the Content as described in clause 6.1.

6.3. You acknowledge and agree that:

6.3.1. we may:

6.3.1.1. use Content and information about your, your Users’, and End Users’ use of the Services to generate Analytical Data; and

6.3.1.2. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and

6.3.1.3. publish Analytical Data for the purpose of marketing our products and services;

6.3.2. our rights under clause 6.3.1.2. and 6.3.1.3. above will survive termination of expiry of these Terms; and

6.3.3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4. For clarity, we will not use Content or share it with any third party other than:

6.4.1. to perform our obligations under these Terms; and

6.4.2. to generate Analytical Data in accordance with clause 6.3.1.1.

6.5. You acknowledge and agree that to the extent Content contains personal information, in collecting, holding and processing that information through the SaaS Service, we are acting as a data processor and/or service provider and/or agent (or the equivalent under applicable privacy and data protection laws) for the purposes of applicable privacy and data protection laws. If the GDPR applies, the additional terms in the Data Processing Addendum located at https://www.kademi.co/dpa/ also form part of these Terms. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and, if applicable, the Data Processing Addendum.

6.6. While we will take standard industry measures to back up all Content stored using the SaaS Service, you agree to keep a separate back-up copy of all Content uploaded by you onto the SaaS Service.

6.7. Subject to the Data Processing Addendum, you agree that we may store Content (including any personal information) in secure servers in the location you select through your account settings, being a choice of Australia, the United States, Hong Kong, or the European Union, and may access that Content (including any personal information) in Australia, the United States, the European Union and New Zealand from time to time. If you choose to use Kademi’s content delivery network, you agree that we may store Content in secure servers at locations on that network that serve locations where we expect the Content will be accessed.

6.8. YOU INDEMNIFY US AGAINST ANY LIABILITY, CLAIM, PROCEEDING, COST, EXPENSE (INCLUDING THE ACTUAL LEGAL FEES CHARGED BY OUR SOLICITORS) AND LOSS OF ANY KIND ARISING FROM ANY ACTUAL OR ALLEGED CLAIM BY A THIRD PARTY THAT ANY CONTENT INFRINGES THE RIGHTS OF THAT THIRD PARTY (INCLUDING INTELLECTUAL PROPERTY RIGHTS AND PRIVACY RIGHTS) OR THAT THE CONTENT IS OBJECTIONABLE, INCORRECT OR MISLEADING.

7. FEES

7.1. You must pay us the Fees, which are non-refundable.

7.2. We will provide you with invoices on a monthly basis prior to the due date for payment.

7.3. All Fees are exclusive of Sales Tax. You agree to pay any Sales Tax applicable to your use of the SaaS Service and other Professional Services, subject to us providing you with a valid Sales Tax invoice.

7.4. The Subscription Fee will remain fixed for the Initial Term unless (i) you exceed your maximum profiles, email send limit, or any other applicable limits, or (ii) you subscribe to additional features or products.

7.5. If you exceed your maximum profiles, email send limit, or any other applicable limits, or you subscribe to additional features or products, we may charge you the applicable Fees for those exceeded limits or additional features or products.

7.6. You must pay the Fees:

7.6.1. on a monthly basis in advance, unless you have selected, and the parties have agreed, a different subscription period, in which case the Fees will be payable in advance of that subscription period; and

7.6.2. electronically in cleared funds without any set off or deduction.

7.7. Upon renewal of your Subscription Term, we may increase your Fees by giving 30 days’ notice to you. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the SaaS Service in accordance with clause 13.1.1. If you do not terminate these Terms and your right to access and use the SaaS Service in accordance with this clause, you are deemed to have accepted the increased Fees.

8. INTELLECTUAL PROPERTY

8.1. Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

8.2. Subject to clause 8.3, title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property. Subject to the Data Processing Addendum attached to these Terms (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate Your Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

8.3. All title to, and all Intellectual Property Rights in, Third Party Content remains the property of the relevant third party.

8.4. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

8.5. If you provide us with ideas, comments or suggestions relating to the Services or Underlying Systems (together, “feedback”):

8.5.1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

8.5.2. we may use or disclose the feedback for any purpose.

8.6. You acknowledge that the SaaS Service may link to third party websites, platforms, or services that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites, platforms or services or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those third party websites, platforms, or services.

8.7. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Solution to operate and provide the SaaS Service and to perform our obligations and exercise our rights under these Terms. This license will survive any termination of the Terms or your right to access and use the SaaS Service solely to the extent that we require the license to exercise any rights or perform any obligations that arose during the Subscription Term.

8.8. We indemnify you against any claim or proceeding brought against you to the extent that your use of the SaaS Service in accordance with these Terms infringes a third party’s Intellectual Property Rights and the claim or proceeding arises from such infringement (IP Claim). The indemnity is subject to you:

8.8.1. promptly notifying us in writing of any IP Claim;

8.8.2. making no admission of liability and not otherwise prejudicing or settling the IP Claim, without our prior written consent; and

8.8.3. giving us complete authority and information required for us to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for our account.

8.9. The indemnity in clause 8.8 does not apply to the extent that an IP Claim arises from or in connection with:

8.9.1. your breach of these Terms;

8.9.2. the use of the SaaS Service or your Solution in a manner or for a purpose not reasonably contemplated by these Terms or otherwise not authorised in writing by us;

8.9.3. modification or customisation of the SaaS Service by a person other than us;

8.9.4. Content;

8.9.5. the use of the SaaS Service or your Solution in combination with Content, where, but for such use, the SaaS Service would not have given rise to a claim for infringement of the third party’s rights; or

8.9.6. AI Outputs (if clause 10 applies).

8.10. If at any time an IP Claim is made, or in our reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, we may (at our option):

8.10.1. obtain for you the right to continue using the items that are the subject of the IP Claim; or

8.10.2. modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing.

9. CONFIDENTIALITY

9.1. Each party must, unless it has the prior written consent of the other party:

9.1.1. keep confidential at all times the Confidential Information of the other party;

9.1.2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

9.1.3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1.1 and 9.1.2.

9.2. The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:

9.2.1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

9.2.2. required by law (including under the rules of any stock exchange);

9.2.3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

9.2.4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

9.2.5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

10. ARTIFICIAL INTELLIGENCE

10.1. This clause 10 applies where you choose to use AI Functionality. You may opt out of using the AI Functionality at any time.

10.2. You acknowledge and agree that the AI Functionality is provided using third party natural language processing and artificial intelligence services (the providers of such services AI Service Providers).

10.3. You agree that, despite anything to the contrary in these Terms, the AI Service Providers may:

10.3.1. merge Content with third party data (including publicly available information) to produce outputs for your use in accordance with these Terms;

10.3.2. run Content through automated content classifiers to create metadata which does not contain Content;

10.3.3. access and use Content to provide support, investigate potential AI Functionality abuse, or where required by law applicable to the provider;

10.3.4. process Content using the sub-processors and at the location listed at https://openai.com/policies/sub-processor-list/ (as that page is updated from time to time); and

10.3.5. retain Content for up to 30 days for the purposes set out above.

10.4. Except as otherwise agreed with you in writing, we will not allow AI Service Providers to use or retain Content for artificial intelligence/machine learning training purposes.

10.5. You acknowledge and agree that:

10.5.1. the outputs of the AI Functionality (AI Outputs) are generated by natural language processing and artificial intelligence, and this can result in AI Outputs that are factually incorrect, irrelevant, or nonsensical;

10.5.2. we do not check the AI Outputs to ensure that they are correct, accurate, complete, current, or suitable for use or any purpose (together, the quality standards). To the maximum extent permitted by law and without limiting clause 11.2, we disclaim all conditions, guarantees, warranties, and/or representations relating to the AI Outputs, including relating to the quality standards. You agree that we have no responsibility or liability in relation to the AI Outputs or your use of the AI Outputs; and

10.5.3. if you use or rely on the AI Outputs, you do so at your own risk and on an as is and as available basis.

10.6. You must arrange all consents and approvals, and give all required notices, including that are required under applicable privacy and data protection laws in respect of personal information, that are necessary for the AI Service Providers to access and use Content as described in clause 10.3.

10.7. You acknowledge and agree that, to the extent that Content contains personal information, an AI Service Provider that collects, holds, processes, or discloses that information is not acting as an agent of, and/or data processor for, and/or service provider to, you for the purposes of applicable privacy and data protection laws.

11. WARRANTIES

11.1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

11.2. To the maximum extent permitted by law:

11.2.1. THE SERVICES ARE, AND ANY THIRD PARTY CONTENT IS, PROVIDED AS IS AND AS AVAILABLE WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;

11.2.2. all conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty of merchantability or fitness for a particular purpose) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited as set out in clauses 11.4 and 12; and

11.2.3. without limiting clauses 11.2.1 and 11.2.2, we make no representation concerning the quality of the Services and do not promise that the Services will:

11.2.3.1. meet your requirements or be suitable for a particular purpose, including that the use of the Services will fulfill or meet any regulatory requirements you may be subject to; or

11.2.3.2. be secure, free of viruses or other harmful code, uninterrupted or error free.

11.3. You agree and represent that you are acquiring the Services, and accepting these Terms, for the purpose of trade. The parties agree that:

11.3.1. to the maximum extent permissible by law, no consumer protection laws apply to the supply of the Services or these Terms; and

11.3.2. it is fair and reasonable that the parties are bound by this clause 11.3.

11.4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

11.4.1. supplying the relevant SaaS Service again; and/or

11.4.2. paying the costs of having the relevant SaaS Service supplied again.

12. LIABILITY

12.1. NO LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW:

12.1.1. YOU AND YOUR USERS AND END USERS ACCESS AND USE THE SERVICES AND SOLUTION AT YOUR RISK; AND

12.1.2. WE ARE NOT LIABLE OR RESPONSIBLE TO YOU, ANY USER, ANY END USER OR ANY OTHER PERSON FOR ANY CLAIM, DAMAGE, LOSS, LIABILITY AND COST UNDER OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR YOUR, OR YOUR USER’S OR END USERS' ACCESS AND USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR ANY SOLUTION. THIS EXCLUSION APPLIES REGARDLESS OF WHETHER OUR LIABILITY OR RESPONSIBILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, BREACH OF STATUTORY DUTY, OR OTHERWISE.

12.2. MAXIMUM LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW AND ONLY TO THE EXTENT CLAUSE 12.1 DOES NOT APPLY, OUR MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR RELATING TO THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, MUST NOT IN ANY YEAR EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU UNDER THESE TERMS IN THE PREVIOUS YEAR (WHICH IN THE FIRST YEAR IS DEEMED TO BE THE TOTAL FEES PAID BY YOU FROM THE START DATE TO THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY).

12.3. Neither party is liable to the other under or in connection with these Terms or the Services for any:

12.3.1. loss of profit, revenue, savings, business, use, data (including Content), and/or goodwill; or

12.3.2. consequential, indirect, incidental or special damage or loss of any kind.

12.4. Clauses 12.1 to 12.3 do not apply to limit our liability under or in connection with these Terms:

12.4.1 under the indemnity in clause 8.8; or

12.4.2 for:

12.4.2.1. personal injury or death;

12.4.2.2. fraud or wilful misconduct; or

12.4.2.3. a breach of clause 9.

12.5. Clause 12.3 does not apply to limit your liability:

12.5.1. to pay the Fees;

12.5.2. under the indemnity in clause 6.8; or

12.5.3. for those matters stated in clause 12.4.2.

12.6. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

12.7. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Services.

13. TERM, TERMINATION AND SUSPENSION

13.1. Unless terminated under this clause 13, these Terms and your right to access and use the SaaS Service starts on the Start Date and continues until:

13.1.1. you terminate these Terms and your right to access and use the SaaS Service by providing written notice to us; or

13.1.2. we otherwise terminate these Terms in accordance with these Terms.

13.2. Subject to clauses 2.3 and 7.7, if the subscription you select includes a minimum initial term, the earliest date for termination under clause 13.1 will be the expiry of that initial term.

13.3. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the SaaS Service if the other party:

13.3.1. breaches any material provision of these Terms and the breach is not:

13.3.1.1. remedied within 30 days of the receipt of a notice from the first party requiring it to remedy the breach; or

13.3.1.2. capable of being remedied; or

13.3.2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

13.4. If the remedies in clause 8.10 are exhausted without remedying or settling the IP Claim, we may, by notice to you, immediately terminate the Agreement.

13.5 We may also terminate these Terms by 30 days’ notice in writing to you if:

13.5.1. we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers; or

13.5.2. we have suspended your account in accordance with clause 13.13 and you have failed to remedy the reason for that suspension within 30 days.

13.6. You may terminate these Terms and your right to access and use the SaaS Service in accordance with clause 7.7 and 13.1.

13.7. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

13.8. On termination of these Terms, you must pay all Fees for the provision of the Services prior to that termination.

13.9. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

13.10. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Agreement and subject to clause 13.11, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

13.11 On termination, we will use reasonable efforts to permanently delete your Content. If we cannot delete all of your Content due to technical reasons, we will take reasonably necessary steps to:

13.11.1 come as close as possible to a complete and permanent deletion of the Content; and

13.11.2 make the Content which is not deleted unable to be accessed in the normal course of business.

13.12. It is your responsibility to export and make a copy of any Content stored using the SaaS Service on or prior to termination.

13.13. Without limiting any other right or remedy available to us, and without notice to you, we may immediately restrict or suspend your access to and use of the SaaS Service if we consider that you, your personnel, Users or End Users have:

13.13.1. used the SaaS Service in a way that violates applicable local, state, federal, or foreign laws or regulations or these Terms;

13.13.2. failed to pay the Fees in accordance with clause 7;

13.13.3. not accessed your account for 6 months;

13.13.4. undermined, or attempted to undermine, the security or integrity of the SaaS Service or any Underlying Systems;

13.13.5. used, or attempted to use, the SaaS Service:

13.13.5.1. for improper purposes; or

13.13.5.2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service;

13.13.6. transmitted, inputted, stored or used any Content that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading;

13.13.7. otherwise breached these Terms; or

13.13.8. or for any other reason, in our sole discretion.

14. GENERAL

14.1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

14.2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.

14.3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.

14.4. Subject to clause 6.5 (if applicable), you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us.

14.5. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing your Customer Success Manager, or using the form https://www.kademi.co/getintouch/contact.

14.6. These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Services.

14.7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.8, 8, 9, 12, 13.7 to 13.11 and 14.6, continue in force.

14.8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

14.9. Subject to clauses 2.1 and 7.7, any variation to these Terms must be in writing and signed by both parties.

14.10. These Terms set out everything agreed by the parties relating to the Services, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the SaaS Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. The parties agree that it is fair and reasonable that the parties are bound by this clause 14.10.

14.11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.