Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Kipper platform and all associated services (“Service”), operated by Kipper Inc. (“Kipper,” “we,” “us,” or “our”).

By creating an account or using the Service, you agree to these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization.

1. The Service

Kipper is a conversational finance intelligence platform that enables authorized users to query financial data using natural language and receive structured responses.

The Service may be updated, modified, or improved over time, and features or functionality may be added, changed, or removed.

2. Eligibility

You must be at least 18 years old and use the Service for business purposes.

3. Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
Account administrators are responsible for managing user access, permissions, and workspace configuration.
You must notify us promptly at support@kipper.com of any unauthorized access or security breach.

4. SMS Messaging

4.1 Overview

The Service includes an optional SMS interface that allows users to submit questions and receive Service responses via text message, as well as transactional service messages such as account notifications and security alerts. SMS is currently available for U.S. and Canadian phone numbers. Kipper does not send marketing messages via SMS. SMS opt-in is not required to use the Service.

Users opt in to receive SMS messages by entering their mobile phone number and providing express consent within the Kipper account settings or user profile. Opt-in is voluntary and is not required to use the Service. At the point of opt-in, users are shown a disclosure identifying the programme as Kipper, stating the nature of messages they will receive, that message and data rates may apply, and how to opt out at any time. Account administrators may configure SMS on behalf of users where the administrator has obtained prior express written consent from each such user. The administrator is solely responsible for maintaining records of such consent and making them available to Kipper upon request. Kipper records opt-in events captured through the Service’s own consent flows.

4.3 Message Frequency

Message frequency varies based on usage and configuration.

4.4 Message and Data Rates

Message and data rates may apply.

4.5 Opt-Out

Reply STOP to unsubscribe. A confirmation message will be sent and we will suppress further transactional SMS to that number, except where permitted by law or if the user opts in again.

4.6 Help

Reply HELP for assistance. You will receive a response directing you to support@kipper.com. You may also contact us directly at support@kipper.com.

4.7 Privacy and Data Use

Mobile phone numbers collected for SMS are used to operate the SMS interface and deliver the Service’s messages, and may be disclosed to service providers (such as our SMS provider) as needed to provide and support those messages. Kipper does not sell, lease, rent, or otherwise share mobile phone numbers with third parties for their own marketing or promotional purposes. For full details on how we handle your data, including your mobile number, see our Privacy Policy.

4.8 Compliance

Use of SMS must comply with applicable laws, including the Telephone Consumer Protection Act (TCPA) for U.S. users and Canada’s Anti-Spam Legislation (CASL) for Canadian users. Misuse may result in suspension or termination of SMS access.

5. Acceptable Use

You agree to use the Service only for lawful business purposes.

You may not:

Attempt to gain unauthorized access to systems or data.
Reverse engineer or attempt to extract source code or underlying models.
Use the Service to build or train competing products or services.
Use the Service for benchmarking, competitive analysis, or to develop or assist in developing a competing product or service.
Interfere with or disrupt the integrity or performance of the Service.

You are responsible for ensuring your use complies with all applicable laws and third-party terms.

6. Data, Privacy, and Security

You retain ownership of your data.
Kipper processes Customer Data to provide, secure, support, maintain, and improve the Service, as described in the Agreement, our Privacy Policy, and our Data Processing Agreement.
We use commercially reasonable technical and organizational measures designed to protect Customer Data, including encryption and access controls.
The Service may rely on data from third-party systems such as financial platforms or communication tools. Kipper is not responsible for the availability, accuracy, or completeness of data from such third-party systems.
Unless otherwise agreed in writing, Kipper does not use Customer Data to train generalized machine learning models.
By using the Service, you consent to Kipper recording and analyzing your session activity within the Service, including clicks, navigation, and interactions. This data is used to improve the Service, diagnose issues, and provide support. It is not shared with third parties except as described in our Privacy Policy. All text input fields are configured to be masked in session recordings.
Our Privacy Policy describes how data is handled and is incorporated into these Terms.

7. Third-Party Integrations

The Service integrates with third-party platforms including, but not limited to, Slack, Microsoft Teams, QuickBooks, Xero, and NetSuite. These platforms are operated independently and are subject to their own terms of service and privacy policies. Kipper is not responsible for the availability, performance, or actions of any third-party platform. If a third-party platform becomes unavailable, changes its API, or revokes access, the Service or portions of it may be affected. We will make reasonable efforts to notify you of material disruptions but cannot guarantee continuity of integrations with third-party services.

8. Confidentiality

“Confidential Information” means non-public information disclosed by one party that is designated as confidential or that a reasonable person would understand to be confidential given the nature and circumstances of disclosure.

Each party will: (a) protect the other’s Confidential Information using at least the same care it uses for its own, but no less than reasonable care; and (b) use it only as necessary to perform under these Terms.

Confidential Information excludes information that: (i) becomes publicly known through no fault of the receiving party; (ii) was already known to the receiving party without restriction; (iii) is independently developed without use of the disclosing party’s information; or (iv) is received from a third party without restriction.

A receiving party may disclose Confidential Information to the extent required by applicable law or court order, provided it gives the disclosing party prompt prior written notice where legally permitted and reasonably cooperates with efforts to limit the scope of disclosure.

These obligations survive termination for five (5) years, except that obligations with respect to (i) trade secrets and (ii) Customer Data (meaning data you provide, connect, or make accessible to Kipper in connection with the Service, including financial data and query content) survive indefinitely.

9. Payment, Free Trials, and Taxes

Unless otherwise agreed, the Service is subscription-based and billed as stated at purchase or in the applicable order form.
We may offer free trials, pilots, beta access, or other evaluation access. Evaluation access is subject to these Terms, our Privacy Policy, and, where we process Personal Data on behalf of your organization, our Data Processing Agreement. Evaluation access may be limited, modified, suspended, or terminated at any time, and may not include all features or support.
Unless otherwise stated at signup or in an order form, a free trial does not automatically convert to a paid subscription. If a trial will convert automatically, we will disclose the trial period, renewal price, billing date, and cancellation method before collecting payment authorization.
Fees are non-refundable except as required by law or expressly stated.
You are responsible for all applicable taxes.
We may change pricing with reasonable advance notice before the change applies to a renewal or future billing period.

10. Intellectual Property

Kipper owns all rights in the Service.
You retain ownership of your data.
We receive a limited license to process your data to operate and improve the Service, subject to the data use restrictions in Section 6.

11. Disclaimers

THE SERVICE IS PROVIDED “AS IS.”

Kipper does not guarantee that the Service will be uninterrupted, error-free, or that outputs will be complete, accurate, or current.
The Service translates natural language into database queries. The interpretation of your question, and the query generated from it, may not accurately reflect your intent or the full scope of your data. Results may be incomplete, incorrect, or misleading.
Outputs from the Service should be independently verified against your source finance system before being relied upon for any financial, legal, or business decision. Kipper is not responsible for decisions made based on Service outputs without such verification.
The Service may use artificial intelligence or machine learning to generate responses. Such responses may be inaccurate or incomplete and should be independently verified before being relied upon.
The accuracy of query results depends on the completeness, accuracy, and timeliness of data in your connected finance system. Kipper is not responsible for results that are incomplete or inaccurate due to errors, gaps, missing transactions, or delays in your source data.
Your connected systems reflect only the data that you or your bookkeepers, accountants, or other users have entered or posted, and may not reflect recent, pending, or unrecorded transactions.
The Service may rely on a stored copy of your data that is synchronized with your connected systems periodically rather than continuously. Depending on the connected system and configuration, data presented by the Service may be cached, delayed, or out of date relative to the current state of the source system, and outputs may reflect data that has since changed. Verify any output against your source system before relying on it.
To the maximum extent permitted by law, Kipper has no liability for any inaccuracy, incompleteness, staleness, or delay in source data or in the Service’s synchronized copy of it, whether arising from the connected system, synchronization timing, or otherwise.
The Service is not a substitute for professional financial, accounting, or legal advice.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
KIPPER’S TOTAL LIABILITY WILL NOT EXCEED THE FEES PAID IN THE 12 MONTHS PRIOR TO THE CLAIM.

The foregoing cap does not apply to: (a) either party’s indemnification obligations under Section 13; (b) damages arising from gross negligence or willful misconduct; or (c) either party’s breach of confidentiality obligations under Section 8.

13. Indemnification

You agree to indemnify Kipper from claims arising from your use of the Service or violation of these Terms.
Subject to the limitation of liability in Section 12, Kipper will defend you against third-party claims that the Service, as provided by Kipper and used in accordance with these Terms, infringes that third party’s intellectual property rights, provided that you promptly notify Kipper of the claim, give Kipper sole control of the defense and settlement, and reasonably cooperate. This obligation does not apply to claims arising from Customer Data, third-party services or systems, modifications not made by Kipper, use of the Service in violation of these Terms, or combination of the Service with products or services not provided by Kipper.

14. Termination

Unless otherwise agreed, either party may terminate at the end of the then-current subscription term, or with 30 days’ notice where no subscription term is specified.
Kipper may suspend or terminate access immediately for material violations of these Terms, non-payment, misuse of the Service, or credible security threats to the Service, its infrastructure, or other customers. Where practicable, Kipper will provide notice and an opportunity to cure before suspension. A cure period, if any, may be specified in an applicable order form or written agreement.
Following termination, Kipper will delete its stored copy of Customer’s financial data within a reasonable period, subject to applicable legal retention requirements and as further described in our Privacy Policy and Data Processing Agreement.

15. Dispute Resolution; Binding Arbitration

15.1 Informal Resolution

Before initiating arbitration, the parties agree to attempt to resolve any dispute informally. The party raising the dispute must notify the other in writing, and the parties will have 30 days to attempt good-faith resolution before proceeding to arbitration.

15.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for claims of $250,000 or more), rather than in court. If JAMS is unavailable or unwilling to administer the arbitration, it will instead be administered by the American Arbitration Association (“AAA”) under its comparable rules then in effect. The arbitration will be conducted in Nevada. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AND KIPPER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of class or representative proceeding.

15.4 Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

15.5 Exceptions

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

15.6 Mass Arbitration / Batch Filing

If 15 or more similar arbitration demands are asserted against Kipper by, or with the involvement of, the same law firm, group of law firms, or coordinated counsel within any 90-day period (a “Mass Filing”), the following case-management protocol applies as a condition precedent to filing:

No more than 5 claims from the Mass Filing (a “Batch”) may be filed with the administering provider named in Section 15.2 at any one time. The remaining claims may not be filed, and no filing, administration, or arbitrator fees will be incurred or owed for them, until the prior Batch has been resolved by award, settlement, or withdrawal, or the parties otherwise agree to release the next Batch.
This filing sequence is a contractual, pre-filing condition between the parties governing when a claim may be submitted for arbitration. It does not limit or displace the administering provider’s own rules once a claim is actually filed and accepted for administration; those rules, including the applicable Mass Arbitration Procedures and Fee Schedule, govern the handling of each Batch from that point forward.
Any applicable statute of limitations or contractual limitations period for a claim is tolled from the date that claim would otherwise have been filed until it is assigned to a Batch and filed under this section.
Batching under this section is a case-management and sequencing mechanism only. It does not consolidate claims: each claim within a Batch is arbitrated and decided individually on its own record, consistent with Section 15.3. The outcome of one claimant’s case is not binding on any other claimant.
If the provider named in Section 15.2 is unavailable or declines to administer a Mass Filing under this protocol, the fallback provider identified in that section will administer the arbitrations, and this section will apply to that provider accordingly.

16. Governing Law

These Terms are governed by the laws of the State of Nevada.
Nevada law applies to any proceedings to enforce an arbitration award or to seek injunctive relief under section 15.5.

17. General

These Terms constitute the entire agreement between you and Kipper with respect to the Service.
We may update these Terms at any time by posting the revised version on our website. Continued use following any update constitutes acceptance.

18. Contact

Kipper Inc.

support@kipper.com

legal@kipper.com