FIRST CHAIR TERMS OF SERVICE

Welcome to First Chair!

These First Chair  terms of service ("Terms"), govern your use of the Services our Website,  constitute a binding and enforceable legal contract between Kassa Labs, Inc. (doing business as First Chair) ("Company", "First Chair ", "we" or "our") and the end client making use of the Services or Website, or purchasing and using the Reports via the Services ("You" or "End Client"). By accepting these Terms electronically by checking a box indicating your acceptance, by paying for a Report or by using the Services, or by accessing or using the Website, you agree to these Terms, and represent that you have legal capacity to enter into these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.

Please note:

• The Services, Platform, Website and Reports may be subject to additional guidelines, policies, or rules, which will be posted on the Website, including, without limitation, the Privacy Policy.
• First Chair's Privacy Policy available at https://www.firstchair.app/privacy-policy, as amended from time to time in accordance with its provisions explains how we collect and process your personal information.
• THESE TERMS CONTAIN A WAIVER OF THE PARTIES’ RIGHT TO TRIAL BY JURY OR PARTICIPATING IN CLASS ACTIONS.
• If you are only a user of the Website and do not access or use the Platform, Services or Reports, then the only provisions of these Terms applying to you will be those concerning the Website and its use.
• If your entered into an order form or subscription with First Chair that explicitly incorporates the terms of another agreement between you and First Chair, such as a master services agreement, then the provisions of such agreement will govern your access and use of the Services and Platform instead of these Terms.
• Participation in First Chair’s Referral and Credit Program is further subject to Exhibit A.

1.   Who We Are; Definitions

1.1. Who We Are. First Chair is a generative AI company which offers a personalized design and e-commerce Platform allowing the generation of Reports.

1.2. Definitions. In these Terms the following definitions have the meaning below:

●    “Account” means the online account you register with us, for the purpose of using the Services.

●    "Content" means any files, data, material and information that you submit, upload and store  through the Services, including input used to generate Reports.

●    "Platform" means the Company's AI-powered, personalized design and e-commerce software platform which is hosted on a third-party cloud service, whether offered on a standalone basis or integrated as a feature or function within a Third Party Service.

●    "Reports" mean reports generated by the Services in integration with 3^rd party AI models based on the End Client’s input, suggestions and prompts shared with the Platform. 

●    "Services" mean the Company's products and services offered via the Platform.

●    "Third Party Services" mean any service, products, software or application that is provided by a third party, including Third Party Services interoperating with and offering access to the Services, Platform and/or Reports. 

●    "Website" means First Chair's website available at www.firstchair.app,  as updated from time to time by the Company. 

2.   The Services; Account; Use Restrictions; Referral  and Credit Program

2.1. Access and Use. Subject to Your compliance with these Terms (including the payment of applicable Fees), First Chair grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to (1) use and access the Services and Platform; and (2) access and use the Website, in each of (1) and (2) - solely for your internal personal or business purposes. The foregoing access and use rights are licensed, not sold. 

2.2. Account. You must register and establish an Account in order to use our Services, and must provide us accurate and complete information in order to create the Account. As part of the Services’ functionality, we may allow you to register an Account and log in to said Account by using your credentials with certain of your existing Third Party Service accounts (including Google) (“SSO”), and by registering an Account through SSO you represent that you are entitled to disclose such Third Party Service account login information to the Company and/or grant the Company access to your account with such Third Party Services. You are solely responsible for safeguarding your Account username and password and for supervising the use of your Account, and are responsible for activity under the Account.

2.3. Use Restrictions. You may not, nor attempt, assist or permit any third party to: (1) copy, modify, alter, translate, emulate, create derivative works (other than Reports) based on, or reproduce the Platform, Website or Services; (2) sell, resell, distribute, make available to third parties, rent or lease the Services or Reports (including offering access to the Platform as part of a time-sharing or service bureau arrangement); (3) reverse engineer, de-compile, decrypt, revise or disassemble the Platform, Services, Website or any part thereof, extract the source code from the Platform or Services, or use the Platform or Services for benchmarking purposes without First Chair's express prior written approval; (4) access or use the Platform, Services or Reports in order to develop, build, train or improve a product or service competing with First Chair; (5) access the Platform, Website or First Chair's systems or environment via any means other than through the interface provided by the Company (or for integrated access, the applicable Third Party Service), or via automated means, including by crawling, scraping, caching or otherwise, or tampering with the Platform's content and security guardrails; (6) use the Platform, Website or the Services to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other malicious or harmful code, file, or program; (7) use the Platform, Website, Services and Reports in contravention of applicable laws, including US export control laws; (8) generate and use Reports in violation of third party rights, including intellectual property rights and/or (9) remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform or Reports, or use the name, trademarks, trade-names, and logos of First Chair  without its prior written consent.

2.4. Referral and Credit Program. First Chair may, in its sole discretion, offer sign-up credits, referral credits and other promotional credits to eligible End Clients from time to time. Any such credits are governed by Exhibit A (Credit Program), which is incorporated into and forms part of these Terms, and may be updated by First Chair from time to time.

3.   Intellectual Property Rights

3.1.   Company's Ownership. Other than the Content and the Reports, all intellectual property rights in and to the Platform, Website, Services, related technical documentation (if any) and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with First Chair and its licensors.

3.2.   License to Content. You grant us and our service providers directly involved in the provision of the Services a worldwide, royalty-free, non-exclusive license to host, copy and use your Content as required in order to provide you with the Services and generate the Reports. Subject to this limited license, we do not acquire any right in your Content and you or your licensors retain all rights and ownership to your Content.

3.3.   Reports. As between First Chair and you, if First Chair has such rights and they exist under applicable law, and subject to your compliance with these Terms (including payment of applicable Fees), you will own all rights, title and interest in the Reports. First Chair relinquishes to you all rights, title and interest it might have in the Reports, without making any representation or warranty as to the nature of such rights. You acknowledge and agree that due to the nature of machine learning and generative artificial intelligence models, the Reports may not be unique and other users of the Platform providing the same or similar prompts or input may receive the same or similar reports. Therefore, your ownership does not extend to other end clients' reports and outputs. You are solely responsible for verifying the fitness, accuracy, legality, and appropriateness of any Report before using or sharing it with any third party, and should conduct independent human review of the Reports as it deems necessary.

3.4.   Open Source. Certain components and repositories of the Platform may be subject to open source licenses. In the event there is conflict between these Terms and the open source license terms governing such components and repositories, the open source license terms will prevail solely with respect to such components and repositories and solely to the extent of the conflict.

3.5.   Feedback. If End Clients chooses to provide the Company with any suggestions, comments or any other feedback or suggestions regarding the Platform and Services ("Feedback"), the Company and its affiliates may use the Feedback at their sole discretion and for any purpose, including improvement of the Services and development of new products and services, and End Client hereby relinquishes all right, title and interest it might have in the Feedback (if any, without making any representation as to the nature of such right(s)) in favor of the Company. To the extent any moral rights apply, End Client waives them to the fullest extent permitted by law.

4.   Fees and Payment

4.1.   Payment Terms & Taxes. You will pay, and you hereby authorize Company or any of Company's affiliates, resellers and/or Third Party Service payment providers to charge you with the applicable fees for purchase of the Reports ("Fees") using your selected payment method(s). Access to the Platform pursuant to these Terms is provided free of charge, and you will be charged for each Report you purchase. The Fees for each Report will be clearly displayed in the Platform before purchase. Fees are non-refundable except as required by law or in accordance with First Chair’s applicable return policy, and do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will withhold tax if we are required to do so under applicable law.

4.2.   Billing Information. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information.  Billing may be performed by the Company or any of Company's affiliates, resellers and/or Third Party Service payment providers.

5.   Third Party Services.

‍To the extent you use the Platform in combination or integration with any Third Party Services, or use a Third Party Service to access and use the Platform, you understand and acknowledge that such Third Party Services are beyond First Chair’s control and that End Client's use of such Third Party Service is done pursuant to such Third Party Service providers' own agreements, terms and conditions, privacy and other policies. You further acknowledge and agree that the operation of the Third Party Services may impact, or be impacted by, the use and reliability of the Services. End Client's interaction and use of Third Party Services in connection with the Services does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by First Chair, or by such third party of First Chair, and nor any affiliation between them. First Chair does not assume any responsibility or liability for any Third Party Services (including any third party AI models, payment processor or third party design platform through which the Platform may be accessed), or any third party’s terms of use, privacy policies, actions, omissions, or practices.

If you access the Services via a Third Party Service that processes your payment, that Third Party Service provider is responsible for billing and refunds, while First Chair is responsible for delivery of Reports and support of the Platform and Services.

6.   Warranties & Disclaimer

6.1.   End Client Warranties. You hereby represent and warrant that: (1) you will access and use the Platform, Services and Reports in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries), including applicable export control laws of the United States and elsewhere; and (2) that you have all consents, rights and authority to provide and submit any and all Content provided and submitted by you, including all legal bases and consents required to submit any Content constituting personal data, personal information or personally identifiable information under applicable law.

6.2.   Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIRST CHAIR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT DETRACTING FROM THE GENERALITY OF THE FOREGOING, YOUR ACCESS AND USE OF THE PLATFORM, WEBSITE, THE SERVICES AND THE REPORTS IS AT YOUR SOLE RISK. THE PLATFORM, WEBSITE THE SERVICES AND ANY REPORTS ARE PROVIDED BY FIRST CHAIR ON AN “AS IS” AND “AS AVAILABLE” BASIS. FIRST CHAIR DOES NOT WARRANT THAT THE USE OF THE PLATFORM, WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS, OR THAT ANY REPORTS CREATED BY YOU AS A RESULT OF THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, EFFECTIVE, PROPER, LAWFUL, OR OTHERWISE IN ACCORDANCE WITH YOUR EXPECTATIONS. FIRST CHAIR FURTHER DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THIRD PARTY SERVICES, INCLUDING ANY THIRD PARTY SERVICES VIA WHICH YOU ACCESS AND USE THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU, IN WHOLE OR IN PART, IF PROHIBITED OR RESTRICTED BY LAW.

7.   Limitation of Liability

OTHER THAN WITH RESPECT TO FRAUD OR WILLFUL MISCONDUCT, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING SECTION ‎‎2.3) OR YOUR FEES PAYMENT OBLIGATION TOWARDS FIRST CHAIR IN CONSIDERATION OF THE SERVICES, AND TO THE FULLEST EXTENT PERMITTED BY LAW:

(1) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF USER DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(2) IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (I) THE FEES YOU PAID FOR THE SERVICES AND REPORTS GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM; OR (II) $1,000. THE LIMITATION OF LIABILITY HEREUNDER IS CUMULATIVE AND NOT PER INCIDENT. 

8.   Indemnification.

‍If you are a legal entity or business, you hereby agree to defend and indemnify Company, its affiliates and their respective directors, officers, employees, contractors, resellers and vendors against any and all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party (i) arising out of or alleging that the Content or your use of the Reports infringes any intellectual property rights of a third party; or (ii) arising out of relating to your violations of these Terms or applicable laws.

This Section ‎‎8 does not apply to individual consumer End Clients.

9.   Term and Termination

9.1.   Term. These Terms commence on the date you first accept them via one of the methods set out in the preamble and will remain until terminated in accordance with their provisions.

9.2.   Termination. You may stop using our Services and delete your Account at any time. Likewise, we may suspend or terminate your access to the Services at any time in our sole discretion, provided we will make commercially reasonable efforts to provide you with prior notice in case of such unilateral termination or suspension, including the reason thereof.  Termination of your subscription under these Terms shall not affect your right to receive access to Reports already paid-for prior to such termination, provided that in lieu of delivery of such Reports, First Chair may instead elect to refund you with Fees paid for such un-delivered Reports. 

9.3.   Survival. The provisions of these Terms that, by their nature and content, must survive termination in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, Sections ‎1.2, ‎2.3, ‎3‎, ‎4 (with respect to accrued payment obligations), ‎6.2, ‎‎7-‎8, ‎this Section ‎9.3, ‎‎10 and ‎‎11, and Sections ‎1-‎2 and ‎4-‎6 of the Credit Program (with respect to forfeiture, fraud, finality of calculations, no-assignment, taxes, set-off and the disclaimer/limitation provisions thereof) will survive the termination or expiration of the Terms.

10. Publicity.

In case End Client is a legal entity or business, End Client acknowledges and agrees that, following End Client's purchase of a Report, Company has the right to use End Client's name and logo to identify End Client as a customer of Company or user of the Platform, on Company’s Website, marketing materials or otherwise by public announcements. The publication of any additional content related to the End Client's use of the Platform and Reports (other than mere reference to the End Client as set forth above), such as case studies and success stories, shall require End Client's prior written consent (not to be unreasonably withheld or delayed).

This Section ‎‎‎10 does not apply to individual consumer End Clients.

11. General

11.1.    Headings. All headings in these Terms are provided solely for convenience and will not be used in their interpretation.

11.2.    Export Control. The Services and Reports may be subject to export control laws and regulations of the United States and other jurisdictions. You will not access or use the Services or Reports, or permit another to do so, in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export control restrictions. You further represent that you are not located in, organized in, or a resident of, and will not access or use the Services from, any jurisdiction subject to comprehensive United States sanctions, and that you are not identified on any United States government denied party or sanctions list.

11.3. Amendments. We may update these Terms from time to time by posting an updated version on the Website. Changes will become effective when posted on the Website. Notwithstanding, for updates materially and adversely affecting your rights, we will give you at least 30 days advance notice via email or an in-Platform notification. You must stop using the Services if you disagree with the changes. By continuing to use our Services after changes are posted or notified, you agree to the updated Terms.

11.4.    Severability. If any part of these Terms or any of First Chair's policies which apply to you is deemed by court or under applicable law to be unlawful, invalid, void or for any reason unenforceable, then that provision or part deemed unlawful, invalid, void or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties. To the extent the original intent of the parties cannot be met this way, then the relevant unlawful, invalid, void or unenforceable provision or part shall be deemed to be severable from the rest of these Terms or the applicable policy and shall not affect the validity and enforceability of any of the remaining provisions of these Terms and applicable policies.

11.5.    Waiver. No waiver by First Chair of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms. Any waiver will only be valid if made in writing.

11.6.    Relationship. Nothing in these Terms shall be construed as creating any agency, employment, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise, employment or agency relationship between you and Company.

11.7.    Entire Agreement. These Terms contain the entire agreement between Company and you relating to your use of the Services, Platform and Reports and supersedes any and all prior agreements between Company and You in relation to the same. You confirm that in accepting these Terms, you have not relied on any representation except as has expressly been made by Company in these Terms.

11.8.    Governing Law and Jurisdiction. These Terms are governed by the laws of the state of New York, excluding rules as to choice and conflicts of law, and the courts in New York County, New York, will have exclusive personal jurisdiction and venue. You and the Company are hereby each waiving the right to trial by jury or to participate in a class action. Furthermore, you and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

11.9.    Assignment. You may not assign or transfer these Terms or any rights or obligations under these Terms, and any attempt to do so will be void. We may freely assign these Terms or any of our rights or obligations under these Terms .

11.10. No Third Party Rights. There are no third-party beneficiaries to these Terms, including Third Party Service providers.

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EXHIBIT A

First Chair Referral and Credit Program

This Exhibit A sets out First Chair’s Referral and Credit Program (“Credit Program”). Capitalized terms not defined in this Exhibit have the meanings given in the Terms. In the event of any conflict between this Exhibit and the body of the Terms with respect to the Credit Program, this Exhibit prevails. By participating in the  Credit Program, you agree to be bound by this Exhibit.

1. Program Definitions. In this Credit Program:

 ●      “Credit” means a sign-up credit or referral credit issued by First Chair, as applicable.

●      “Referral Link” means the unique link or code provided by First Chair.

●      “Referred User” means a person, unaffiliated with First Chair, who, within thirty (30) days of clicking on your Referral Link, opens an Account, as recorded by First Chair’s tracking systems (including a 30-day cookie window). Last-click attribution applies. For clarity, offline deals  and enterprise customers do not qualify as Referred Users.

2. Eligibility; Participant Representations. The Credit Program is open to End Clients with an active First Chair Accounts in good standing. First Chair may, in its sole discretion, determine eligibility and exclude any End Client from participation.

By participating in the Credit Program, you represent, warrant and undertake that: (1) you have the legal capacity and authority to participate, and you do not use automated means or “bots” to register or generate referrals; (2) if an individual, you are at least eighteen (18) years old; (3) you will not target minors as Referred Users; (4) you will not violate any third party rights, including intellectual property and privacy rights; (5) you will comply with all applicable laws (including marketing and anti-spam laws such as the US CAN-SPAM Act of 2003, and applicable trade and export control laws), and will only send referral communications to recipients who have opted in to receive them; and (6) you will not make or publish any disparaging statements about First Chair, the Services or First Chair’s personnel.

3.     Issuance and Amounts. Current Credit amounts are (1) a one-time US$ 50 sign-up Credit upon the End Client’s registration of End Client’s own Account; and (2) US$10 referral Credit for any Referred User, up to a total aggregate cap of US$ 100 or 10 Referred Users that you referred.  Credits are stackable across a single order within the Services, such that sign-up Credits and referral Credits may be combined and applied to the same order, subject to the order total. No interest accrues on Credits.

4. Validity and Redemption. Credits are valid for six (6) months from the date of issuance and will expire automatically thereafter, with no obligation on First Chair to extend, replace or refund expired Credits. Credits may only be applied toward the purchase of items and Reports through the First Chair concierge service available via the Services (and, for the avoidance of doubt, not for any purchases made via Third Party Services or towards Platform subscription fee payments). Credits have no cash value, are non-transferable, and may not be exchanged for cash, refunded or withdrawn.

 5.     Refunds and Cancellations. If your subscription to the Services was paid for in whole or in part with Credits and is later refunded or cancelled by First Chair, other than in case of your breach of the Terms or this Exhibit, then the Credit portion shall be returned as Credits (not cash) with the original 6-months expiration date. First Chair’s calculations regarding Credits are final.

6. Fraud and Forfeiture. Fraud, self-referral, multiple or fake accounts or other abuse of the  Credit Program is a material breach of the Terms. In case of any of the foregoing, First Chair may, with immediate effect, void or reclaim Credits (including accrued Credits) and suspend or terminate participation and the End Client’s account. All Credits are automatically forfeited on termination of the End Client’s account or your  Credit Program participation due to your breach.

7.     Modification and Termination. First Chair may terminate your Credit Program participation for any reason, including your breach of the Terms, and you may terminate your Credit Program participation, in each case – by email notice or notice provided via the Platform or Website. First Chair may modify, suspend or terminate the Credit Program at any time in its sole discretion, with notice through the Platform or Website. In addition, First Chair may issue, withhold, cap or change Credits (including amounts and eligibility) at any time in its sole discretion, with notice through the Platform or Website. If you disagree with such modification, your sole remedy is terminating your participation in the Program by notice to First Chair, within 30 days of the date you receive notice of the change. Your continued Credit Program participation after notice constitutes your acceptance of the revised Credit Program terms.

8. Program Operations. First Chair is not obliged to issue any Credits, may set off Credits issued in error or otherwise unearned against existing or future Credits and may suspend Credit accrual or redemption.