Terms of Service

1 Introduction

Welcome to KAITALK. These Terms of Service ("Terms") govern your access to and use of the KAITALK platform, website, and AI-powered phone answering service (collectively, the "Service").

The Service is provided by Chany Ventures, S. de R.L. de C.V., a company organized under the laws of Mexico, operating under the trade name KAITALK ("KAITALK", "we", "us", or "our"). Our principal place of business is in Monterrey, Nuevo León, México.

KAITALK is a Q Bridge product. Company information is available at qbridge.ai.

For questions about these Terms, contact us at vamsy@kaitalk.online.

2 Acceptance

By creating a KAITALK account, clicking "I agree", requesting access, or otherwise accessing or using the Service, you confirm that:

• You have read, understood, and agree to be bound by these Terms and our Privacy Notice.
• You are at least 18 years of age and have the legal authority to bind the organization you represent.
• If you are accepting on behalf of a sponsor, CRO, or site, you represent that you have the authority to do so.

If you do not agree to these Terms, you may not access or use the Service.

3 Service Description

KAITALK is a governed AI platform for clinical participant recruitment, eConsent, and retention, used by sponsors, CROs, and sites. The Service includes:

• Multilingual participant outreach across Twilio-supported locales, with automatic language detection.
• Coordinator dashboard for reviewing screening calls, transcripts, eligibility results, and pipeline analytics.
• eConsent workflows aligned with FDA 21 CFR Part 11 and EMA expectations, including re-consent on protocol amendments.
• Study protocol builder for inclusion/exclusion criteria, screening questions, and branching logic.
• Human-in-the-loop governance — the AI operates under coordinator review and does not diagnose, adjudicate eligibility, or replace clinical judgment.

The Service is provided on an "as is" and "as available" basis. We reserve the right to modify, suspend, or discontinue any feature with reasonable advance notice.

4 Access & Evaluation

Access to KAITALK is granted to qualified organizations following a conversation with our team. Where an evaluation engagement is agreed:

• Scope: Access scope, duration, and supported jurisdictions are defined in your engagement agreement.
• Validation: Production use in a regulated study requires the customer's own validation and qualification activities.
• Data handling: Evaluation data is handled in accordance with our Privacy Notice and the agreed data processing terms.
• Data retention: Retention and deletion of evaluation data follow the periods set out in your engagement agreement and applicable clinical-record obligations.

5 Subscriptions & Order Forms

Commercial terms for production use of KAITALK are set out in an order form or master services agreement ("Order Form") executed between KAITALK and your organization. The Order Form governs scope, term, fees, and supported jurisdictions, and forms part of these Terms.

• Scope: Each Order Form specifies the licensed studies, user seats, supported locales, and any usage allowances or commitments applicable to your subscription.
• Fees and billing: Fees, billing currency (USD or MXN), and the billing cycle are defined in your Order Form. Usage beyond the agreed allowances is billed at the per-unit rates stated in your Order Form.
• Term and renewal: The subscription term and renewal mechanics are defined in your Order Form. Either party may elect not to renew in accordance with the notice period stated there.
• Taxes: Fees are exclusive of applicable taxes, which are the responsibility of the customer unless otherwise stated.
• Changes: Changes to scope, allowances, or jurisdictions require a written amendment or a new Order Form.

6 Authorized Users

Access to KAITALK is limited to the individuals your organization authorizes ("Authorized Users") — typically study coordinators, monitors, sponsor and CRO staff, and site personnel acting within their role.

• Account responsibility: Your organization is responsible for all activity that occurs under its accounts and Authorized User credentials.
• Credentials: Authorized Users must keep credentials confidential and must not share login access. Access is granted to a single organization and may not be transferred, sold, or assigned to another entity.
• Role-based access: Access is provisioned on a least-privilege basis according to each user's role and study assignment. Your organization is responsible for promptly removing access for users who no longer require it.
• Human-in-the-loop: Authorized Users remain responsible for reviewing AI-assisted outputs. The Service supports, and does not replace, the judgment of qualified study personnel.
• Compliance obligations: Your organization is responsible for ensuring its use of the Service complies with the protocol, IRB/ethics-committee requirements, and applicable clinical-research regulations in each jurisdiction of use.

7 Acceptable Use

You agree to use the Service only for lawful business purposes in compliance with all applicable laws and regulations. The following uses are strictly prohibited:

• Spam and unsolicited contact: Using KAITALK to send unsolicited marketing messages or make unsolicited calls in violation of the TCPA (US), LFPDPPP (Mexico), or any other applicable anti-spam or telecommunications law.
• Robocalling: Automated dialing of numbers without prior express written consent where required by law.
• Fraud and social engineering: Using the Service to impersonate businesses, individuals, or government entities, or to deceive callers in any way that could cause harm.
• Illegal content: Collecting, transmitting, or processing content that is illegal, defamatory, obscene, or that infringes third-party intellectual property rights.
• System abuse: Attempting to reverse-engineer, disrupt, overload, or gain unauthorized access to the Service or its underlying infrastructure.
• Resale without authorization: Reselling or sublicensing access to the Service without KAITALK's express written consent.

8 Intellectual Property

The following intellectual property rights apply to the Service and content processed through it:

• KAITALK platform: KAITALK owns all rights, title, and interest in the Service, including the AI models, software, user interface, branding, and documentation. Nothing in these Terms transfers ownership of the platform to you.
• Your content: You retain ownership of all call data, business information, and content you provide to or generate through the Service ("Customer Content"). This includes call transcripts, knowledge base entries, and business configurations.
• License to us: You grant KAITALK a limited, non-exclusive, royalty-free license to process, store, and transmit Customer Content solely to the extent necessary to provide the Service, ensure security, and improve AI quality. We do not use your Customer Content to train foundation AI models without your explicit consent.
• License to you: We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of your subscription in accordance with these Terms.
• Feedback: Any feedback, suggestions, or improvement ideas you submit regarding the Service become the property of KAITALK and may be used without restriction or compensation.

9 Limitation of Liability

To the maximum extent permitted by applicable law:

• Liability cap: KAITALK's total cumulative liability to you for all claims arising out of or relating to these Terms or the Service shall not exceed the fees you paid to KAITALK in the three (3) months immediately preceding the event giving rise to the claim.
• Exclusion of consequential damages: In no event shall KAITALK be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including but not limited to lost profits, lost revenue, lost data, business interruption, or cost of substitute services — even if KAITALK has been advised of the possibility of such damages.
• Third-party services: KAITALK is not liable for the availability, accuracy, or actions of third-party services (including Twilio, Stripe, or Neon) that are outside our direct control.
• Force majeure: KAITALK is not liable for delays or failures caused by circumstances beyond our reasonable control, including natural disasters, internet outages, government actions, or third-party service disruptions.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such cases, KAITALK's liability is limited to the maximum extent permitted by law.

10 Governing Law

The governing law depends on the region in which you subscribed:

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

11 Dispute Resolution

We prefer to resolve disputes informally and in good faith. The following process applies:

1. Good-faith negotiation (30 days): Before initiating formal proceedings, either party must provide written notice of the dispute and allow 30 days for the parties to attempt resolution in good faith. Contact us at vamsy@kaitalk.online.
2. If negotiation fails:
   • Mexico customers: Disputes shall be submitted to the exclusive jurisdiction of the competent courts in Monterrey, Nuevo León, México.
   • US customers: Disputes shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Delaware. The arbitrator's decision is final and binding. Class action waiver: You waive any right to bring or participate in a class action against KAITALK.
3. Exception — injunctive relief: Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, regardless of the above.

12 Termination

Either party may terminate your subscription in accordance with the following:

• By you: You may cancel your subscription at any time through your dashboard. Cancellation takes effect at the end of the current billing period. You will not be charged for the next period, but no refunds are issued for the current period unless required by applicable law.
• By KAITALK — with notice: We may terminate your subscription with 30 days written notice by email for any reason not involving a Terms violation.
• By KAITALK — immediate: We may suspend or terminate your account immediately and without notice for: (a) material violation of the Acceptable Use Policy (Section 7); (b) non-payment of fees after reasonable notice; (c) legal, regulatory, or safety obligations that require us to do so.
• Data export after termination: For 30 days after termination, we will make your Customer Content available for export upon written request. After 30 days, data may be permanently deleted per our retention schedule.

Sections 8 (Intellectual Property), 9 (Limitation of Liability), 10 (Governing Law), 11 (Dispute Resolution), and 14 (Entire Agreement) survive termination.

13 Modifications

We may update these Terms from time to time. For material changes — changes that affect your rights, obligations, pricing, or liability — we will provide at least 10 days advance notice by email to the account holder's registered email address before the changes take effect.

Non-material changes (such as clarifications, typographical corrections, or updates that do not adversely affect your rights) may be made without advance notice. The "Last updated" date at the top of this page will always reflect the most recent revision.

Continued use of the Service after the effective date of a material change constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and cancel your subscription before the effective date.

14 Entire Agreement

These Terms of Service, together with the Privacy Policy, and any order forms, Data Processing Agreements, or addenda executed between you and KAITALK, constitute the entire agreement between the parties with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

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

KAITALK's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.