Terms of Service and User Agreement

1. Acceptance of Terms

By clicking “I Agree,” creating an account, or otherwise accessing or using Vesta Binder(the “App”), you (“User”) enter into a legally binding agreement with Kaleidoscope Ventures LLC(“Company”) and agree to be bound by these Terms of Service and User Agreement (“Terms”). If you do not agree to these Terms in their entirety, you must not access or use the App.

These Terms apply to your current use of the App and to all future use, regardless of whether you are separately prompted to re-accept following any update. Your continued use of the App after any modification constitutes your binding acceptance of the modified Terms.

By accepting these Terms, you represent and warrant that: (a) you are at least eighteen (18) years of age; or (b) if you are between the ages of thirteen (13) and seventeen (17), you have obtained the express consent of a parent or legal guardian who has reviewed and agreed to these Terms on your behalf and accepts joint liability for your use of the App. The Company does not knowingly permit use of the App by persons under the age of thirteen (13).

2. Nature of the Service

The App is an artificial intelligence-powered software application. All outputs, responses, recommendations, summaries, analyses, and other content generated by the App (“AI Outputs”) are produced by algorithmic processes and are not prepared, reviewed, supervised, or endorsed by licensed professionals of any kind.

Nothing in the App or in any AI Output constitutes, or is intended to constitute, legal advice, medical or clinical advice, financial or investment advice, psychological or mental health advice, engineering or safety-critical technical advice, or any other form of licensed professional advice or services. No attorney-client, therapist-patient, physician-patient, fiduciary, or other professional relationship is created between you and the Company by virtue of your use of the App.

AI Outputs are provided solely for general informational purposes. They do not account for your individual circumstances, jurisdiction, risk tolerance, or other personal factors that a licensed professional would evaluate before rendering advice. You should not act or refrain from acting on the basis of any AI Output without first seeking the guidance of a qualified professional appropriate to your situation.

3. Assumption of Risk

You expressly acknowledge and agree that you assume full and sole responsibility for your evaluation of, reliance upon, and any action taken or omitted based on any AI Output. The Company bears no responsibility for any decision you make or action you take in reliance on AI Outputs.

You acknowledge that AI Outputs:

• may be factually inaccurate, incomplete, outdated, or misleading;
• may reflect biases inherent in the underlying model’s training data;
• may be entirely unsuitable for your particular facts, circumstances, or jurisdiction;
• may vary in response to substantially similar inputs; and
• may contain hallucinated or fabricated information presented with apparent confidence.

You accept the inherent unpredictability and non-determinism of large language model and AI-generated content. The Company makes no representation that AI Outputs will be consistent, reproducible, or stable over time.

4. Disclaimer of Warranties

The App and all AI Outputs are provided “as is” and “as available,” without warranty of any kind, express or implied. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, including but not limited to: (a) any implied warranty of merchantability; (b) any implied warranty of fitness for a particular purpose; (c) any warranty of accuracy, reliability, completeness, timeliness, or quality of AI Outputs or other content; (d) any warranty of uninterrupted, error-free, secure, or virus-free operation of the App; (e) any warranty that defects will be corrected; and (f) any warranty arising from course of dealing, course of performance, usage of trade, or prior course of conduct.

No oral or written information or advice given by the Company or its authorized representatives shall create a warranty.

Some jurisdictions do not allow the exclusion of implied warranties. To the extent such exclusions are not permitted under applicable law, the disclaimers in this Section 4 apply to the maximum extent permitted.

5. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall the Company, its affiliates, licensors, service providers, employees, agents, officers, or directors be liable for any: (a) indirect, incidental, special, consequential, exemplary, or punitive damages; (b) loss of profits, revenue, business, goodwill, or anticipated savings; (c) loss, corruption, or unauthorized disclosure of data or content; (d) business interruption or loss of business opportunity; (e) damages arising from reliance on any AI Output; or (f) cost of substitute goods or services — in each case whether based on warranty, contract, tort (including negligence), strict liability, statute, or any other legal or equitable theory, and even if the Company has been advised of the possibility of such damages.

The Company’s total aggregate liability to you for all claims arising out of or relating to these Terms or your use of the App shall not exceed the greater of: (a) the total amount you paid to the Company in the three (3) calendar months immediately preceding the event giving rise to the claim; or (b) ten dollars (USD $10.00) if you have not made any such payment.

The liability limitations set forth in this Section 5 are a fundamental element of the basis of the bargain between you and the Company. The App would not be provided without such limitations, and these limitations apply notwithstanding any failure of essential purpose of any limited remedy.

6. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates, and each of their respective officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• your access to or use of the App, including any AI Output you rely upon;
• your breach of any representation, warranty, covenant, or obligation under these Terms;
• your violation of any applicable law, regulation, or third-party right; or
• any content or data you submit to the App that infringes, misappropriates, or violates any third-party right.

The Company reserves the right, at your expense, to assume exclusive control and direction of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with the Company’s defense. You may not settle any such claim without the Company’s prior written consent.

7. Prohibited Uses

You agree that you will not use the App, directly or indirectly, to:

• violate any applicable federal, state, local, or international law or regulation;
• harm, defraud, deceive, harass, threaten, defame, or abuse any individual or entity;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, model weights, or architecture of the App;
• scrape, crawl, index, or systematically extract data from the App by automated means without the Company’s prior written authorization;
• attempt to gain unauthorized access to the App, its servers, databases, or any connected systems;
• introduce any malware, virus, or other malicious or technologically harmful material;
• circumvent, disable, or interfere with any security feature or access control; or
• use the App to train, fine-tune, or develop competing artificial intelligence models.

You expressly agree that you will not rely solely on any AI Output — without first obtaining independent verification from a qualified licensed professional — for decisions that are medical, clinical, or safety-critical; legal or compliance matters; financial, investment, or accounting determinations; or any other context in which an erroneous output could result in death, bodily injury, significant financial loss, or legal liability. Breach of this provision constitutes a material breach of these Terms.

8. Intellectual Property

The Company and its licensors retain all right, title, and interest in and to the App, including its software, underlying artificial intelligence models and algorithms, training methodologies, interfaces, design elements, trademarks, and all other intellectual property embodied therein. No license to any Company intellectual property is granted by these Terms except the limited right to use the App in accordance with these Terms.

You retain ownership of all data, documents, text, files, and other content that you submit to the App (“User Inputs”). By submitting User Inputs, you grant the Company a non-exclusive, worldwide, royalty-free license to access, store, process, and use your User Inputs solely to the extent necessary to provide and maintain the App. This license terminates upon deletion of your User Inputs or termination of your account.

AI Outputs are provided for your personal, non-commercial informational use only. You may not sell, sublicense, redistribute, or otherwise exploit AI Outputs for commercial gain without the Company’s prior written consent. The Company makes no representation regarding the intellectual property status of any AI Output.

9. Privacy and Data

The Company’s collection, use, storage, and disclosure of personal information and User Inputs is governed by the Company’s Privacy Policy, which is incorporated herein by reference. By accepting these Terms, you also accept the Privacy Policy.

You acknowledge and agree that User Inputs submitted to the App may be transmitted to, processed by, and stored on the Company’s servers and the servers of third-party service providers, including AI model infrastructure providers and cloud hosting providers.

You acknowledge that User Inputs submitted to the App are not subject to legally recognized confidentiality protections such as attorney-client privilege. You should not submit any User Inputs that you require to be treated as legally privileged, classified, or subject to regulatory confidentiality obligations (e.g., HIPAA-protected health information) unless you have reviewed the Privacy Policy and determined that the App’s data handling meets your applicable compliance requirements.

10. Dispute Resolution and Arbitration

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the App (“Dispute”) shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its applicable rules, which are incorporated herein by reference. The arbitrator shall have exclusive authority to resolve any Dispute, including threshold questions of arbitrability.

You and the Company each waive the right to a jury trial and the right to participate in a class action, class arbitration, collective action, private attorney general action, or representative proceeding of any kind. All disputes must be brought in your individual capacity. If this class action waiver is found to be unenforceable with respect to a particular Dispute, that Dispute shall be resolved in a court of competent jurisdiction pursuant to the venue provision below, and all remaining Disputes shall proceed in arbitration.

Before initiating arbitration, you agree to first contact the Company at [email protected] and attempt to resolve the Dispute informally for thirty (30) days.

These Terms and any Dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. To the extent any Dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Buncombe County, North Carolina.

Either party may elect to bring an individual Dispute in small claims court if the Dispute qualifies under that court’s jurisdictional requirements and is maintained as an individual, non-class action.

11. Modifications to Terms

The Company reserves the right, in its sole discretion, to amend, modify, or replace these Terms at any time. The Company will provide notice of material changes by displaying a prominent in-app notification prior to or upon your next login following such changes. The updated Terms will bear a revised “Last Updated” date.

Your continued access to or use of the App after the effective date of any modified Terms constitutes your binding acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to cease using the App.

12. Termination

The Company may, in its sole discretion and without prior notice or liability, suspend, restrict, or permanently terminate your access to the App if the Company determines that you have breached any provision of these Terms, violated applicable law, or for any other reason the Company deems appropriate. The Company may also discontinue the App entirely at any time, with or without notice.

You may terminate your agreement with the Company at any time by ceasing all use of the App and deleting your account through the account settings interface or by contacting the Company at [email protected]. Termination does not entitle you to any refund except as required by applicable law.

The following sections survive termination and continue in full force and effect: Sections 2 (Nature of the Service), 3 (Assumption of Risk), 4 (Disclaimer of Warranties), 5 (Limitation of Liability), 6 (Indemnification), 8.1 (Company’s Retained Rights), 9.3 (No Guarantee of Confidentiality), 10 (Dispute Resolution), and 13 (Miscellaneous).

13. Miscellaneous

Severability. If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed, without affecting the remaining provisions.

Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company with respect to the App and supersede all prior understandings, agreements, representations, and warranties.

No Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver. No single or partial exercise shall preclude any other or further exercise.

Force Majeure.Neither party shall be liable for any delay or failure in performance resulting from causes beyond that party’s reasonable control, including acts of God, natural disasters, pandemic, war, governmental action, or failure of third-party infrastructure.

Assignment.You may not assign your rights or obligations under these Terms without the Company’s prior written consent. The Company may freely assign its rights, including in connection with a merger, acquisition, or sale of assets.

Headings. Section headings are included for convenience only and shall not affect the construction or interpretation of any provision.

Contact

Questions about these Terms can be sent to [email protected].