Terms of Service

1. Introduction

These Terms of Service (“Terms” or “Agreement”) govern your access to and use of the TapKit platform, including the TapKit API, macOS application, documentation, and all related services (collectively, the “Service”), provided by Jootsing Research Inc., a Delaware corporation with its principal place of business in San Francisco, California (“Company,” “we,” “us,” or “our”). TapKit is a product of Jootsing Research Inc. References to “TapKit” in these Terms refer to the Service and platform, not to a separate legal entity.

These Terms incorporate by reference the TapKit Acceptable Use Policy available at https://tapkit.ai/aup (the “AUP”) and, where applicable under Section 11.4, the TapKit Data Processing Agreement (the “DPA”). Our Privacy Policy, available at https://tapkit.ai/privacy, describes how we collect, use, and protect information in connection with the Service.

By creating an account, accessing the Service, clicking a button or checkbox indicating acceptance, or executing an order form or other document that references this Agreement, you agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case “you,” “your,” or “Customer” shall refer to such entity and its affiliates. If you do not have such authority or do not agree with these Terms, you must not accept this Agreement and may not use the Service.

2. Definitions

“Account” means the account you create to access and use the Service.

“API” means the TapKit application programming interface through which you may programmatically interact with the Service.

“Authorized Users” means individuals authorized by you to use the Service under your Account, subject to the permissions and limits of your subscription plan.

“Customer Content” means any data, scripts, automation workflows, configurations, or other content you submit to, create within, or transmit through the Service, together with screenshots and session data captured from your Controlled Devices in the course of providing the Service.

“Controlled Device” means any Apple iPhone or other iOS device that is connected to and operated through the Service.

“Documentation” means the user guides, developer documentation, and technical materials made available by TapKit for the Service.

“Host Machine” means the macOS computer running the TapKit application that connects to and controls one or more Controlled Devices.

“Order Form” means any quote, order, or statement of work referencing this Agreement.

“Restricted Data” means (a) payment card data subject to the Payment Card Industry Data Security Standard; (b) protected health information as defined under the Health Insurance Portability and Accountability Act; (c) government-issued identification numbers, including Social Security numbers, driver’s license numbers, and passport numbers; and (d) access credentials and authentication secrets, including passwords, API keys, and one-time passcodes or multi-factor authentication codes — in each case other than the credentials you use to authenticate to the Service itself.

“Skills” means pre-built automation templates, workflows, or guided interactions made available through the Service that are designed to assist you in interacting with Third-Party Applications.

“Subscription Term” means the period during which you have an active, paid subscription to the Service.

“Third-Party Applications” means any applications, services, or platforms operated by third parties that are accessed or interacted with through the Controlled Devices.

“Third-Party Client” means any application, integration, orchestration framework, AI assistant, or other software operated by you or a third party that accesses or invokes the Service through the API or other supported interfaces on your behalf.

3. The Service

3.1 Description

TapKit provides a platform that enables programmatic control of real iOS devices. The Service facilitates remote device interaction via a macOS host application using native iOS accessibility and connectivity features. The Service includes the TapKit macOS application, the TapKit API, and associated tools and Documentation.

3.2 Service Access

Subject to your compliance with these Terms (including the AUP) and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your Subscription Term solely for your internal business purposes and in accordance with these Terms, the Documentation, and any usage limits specified in your subscription plan or applicable Order Form.

3.3 Modifications to the Service

We continuously improve and update the Service. We reserve the right to modify, update, or discontinue any part of the Service at any time. We will use commercially reasonable efforts to notify you of material changes that adversely affect your use of the Service. Continued use of the Service after such changes constitutes acceptance of the modified Service.

3.4 Third-Party Clients and Automated Access

The Service may be accessed through interfaces provided by TapKit or through Third-Party Clients, including AI assistants, agent frameworks, and other software that invokes the Service programmatically on your behalf. All instructions, API calls, and other activity submitted through your Account or your API keys are attributed to you — whether initiated by you, an Authorized User, or software (including an AI agent) acting on your behalf — and you are responsible for that activity in accordance with Section 4.2. Your use of any Third-Party Client is governed by your agreement with its provider; TapKit is not a party to that agreement and is not responsible for any Third-Party Client. The Service acts only on the inputs actually transmitted to it and does not access, retrieve, or reconstruct content residing within a Third-Party Client (such as your conversation history with an AI assistant) beyond what the Third-Party Client transmits to the Service. Where a Third-Party Client provides mechanisms for reviewing or confirming actions before they are executed, you are responsible for configuring and using those mechanisms appropriately for your use case.

4. Accounts and Registration

4.1 Registration

To use the Service, you must create an Account and provide accurate, complete, and current registration information. You agree to update this information promptly if it changes.

4.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials, including any API keys. You are responsible for all activities that occur under your Account, whether or not authorized by you. You must notify us immediately of any unauthorized use of your Account or any other breach of security at support@tapkit.ai.

4.3 API Keys

API keys issued to you are confidential and must not be shared, published, or embedded in publicly accessible code. You are responsible for all API calls made using your keys, including calls made by Third-Party Clients to which you have provided your keys. If you believe an API key has been compromised, you must revoke it immediately and contact us.

4.4 Authorized Users

Access to the Service is limited to the number of Authorized Users permitted under your subscription plan. User credentials are assigned to named individuals and may not be shared. You may reassign a credential to a new individual only if the previous user no longer requires access.

4.5 Eligibility

The Service is intended for business use by persons who are at least 18 years of age and of legal age to form a binding contract. By accepting these Terms, you represent that you meet these requirements.

5. Customer Obligations

5.1 Device Ownership and Authorization

You represent and warrant that you own or have proper legal authorization to access, control, and automate each Controlled Device used with the Service. You must not use the Service to control any device without the lawful owner’s express consent. If applicable law requires the consent of a device’s user in addition to its owner, you are responsible for obtaining that consent.

5.2 Acceptable Use

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into these Terms by reference. A violation of the AUP is a material breach of this Agreement. If there is a conflict between these Terms and the AUP, these Terms control.

5.3 Sensitive Information and Restricted Data

You may use the Service to process credentials, verification codes, and payment details when necessary to carry out a lawful workflow that you are authorized to perform, such as signing in to your own account, retrieving a verification code, or completing an authorized checkout. You must have authority to use the relevant account, information, and payment method, and must comply with applicable law and Third-Party Application terms. You must not use the Service to steal, harvest, disclose, or misuse credentials, authentication secrets, payment details, or other personal information without authorization. The Service is not offered as a repository for Restricted Data. Except for the authorized credential and payment workflows described above, you must not submit Restricted Data or direct workflows whose purpose is to collect or process Restricted Data unless TapKit has expressly agreed in writing to support the use case and any required agreements and safeguards are in place, including a business associate agreement where required for protected health information.

Information submitted or captured during an authorized workflow, including credentials, payment details, and information about third parties, is Customer Content and is processed and retained as described in the Privacy Policy and, where applicable, the DPA. Screenshots and session data may also incidentally include Restricted Data. You may request deletion by emailing privacy@tapkit.ai, subject to applicable legal exceptions. Authorization to execute a workflow does not constitute consent to use its content for model training. You remain responsible for providing notices and obtaining consents required by applicable law for the workflows you direct.

5.4 Third-Party Application Compliance

You are solely responsible for your compliance with the terms of service, acceptable use policies, and other agreements of any Third-Party Applications you access or interact with through the Service. TapKit is a general-purpose device automation platform and does not monitor, enforce, or make any representations regarding the terms of Third-Party Applications. TapKit shall have no liability for any consequences arising from your interaction with Third-Party Applications through the Service, including but not limited to account restrictions, suspensions, or bans imposed by third-party providers.

5.5 Skills and Pre-Built Automation Templates

The Service may include Skills designed to demonstrate the Service’s capabilities and assist you in interacting with Third-Party Applications. You are solely responsible for reviewing and complying with the terms of any Third-Party Application you interact with, whether through a Skill or otherwise. TapKit may modify, disable, or remove any Skill at any time without notice.

5.6 Host Machine and Network

You are responsible for providing and maintaining the Host Machine, Controlled Devices, network connectivity, and any other hardware or software required to use the Service. TapKit is not responsible for any issues arising from your equipment, network, or environment configuration.

5.7 Network Requirements

The Service requires that the Host Machine and Controlled Devices be able to discover and communicate with each other on the same local network. This depends on local network discovery protocols (such as Apple’s Bonjour / mDNS) functioning correctly. Certain network configurations — including but not limited to Wi-Fi client isolation, restrictive firewalls, VPN configurations, enterprise network policies, and managed access points that block multicast or mDNS traffic — may prevent the Service from operating. You are solely responsible for ensuring that your network environment permits local device discovery and communication. TapKit does not warrant that the Service will function on networks that restrict or block these capabilities, and TapKit shall have no liability for Service unavailability caused by such network conditions.

6. Intellectual Property

6.1 TapKit Ownership

TapKit and its licensors retain all right, title, and interest in and to the Service, including all software, technology, Documentation, trademarks, and other intellectual property embodied in or related to the Service. Nothing in these Terms grants you any ownership interest in the Service. All rights not expressly granted herein are reserved by TapKit.

6.2 Customer Content

You retain all right, title, and interest in and to your Customer Content. By submitting Customer Content to the Service, you grant TapKit a non-exclusive, worldwide, royalty-free license to use, process, and store your Customer Content solely to the extent necessary to provide the Service to you, to maintain and secure the Service, and as otherwise described in the Privacy Policy, in each case during the Subscription Term and any applicable retention period. TapKit will not use Customer Content to train or improve machine-learning or artificial-intelligence models except with your express opt-in consent, as described in the Privacy Policy.

6.3 Usage Data and De-Identified Data

TapKit may collect and use technical and usage data generated by the operation of the Service (such as API logs, performance metrics, and diagnostic data) to operate, maintain, secure, and improve the Service. TapKit may use and disclose data that has been de-identified or aggregated so that it does not identify you or any individual, for any lawful purpose, provided TapKit does not attempt to re-identify such data.

6.4 Feedback

If you provide TapKit with suggestions, feature requests, bug reports, or other feedback regarding the Service (“Feedback”), you grant TapKit an unrestricted, irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Service or any other TapKit product without obligation or compensation to you.

7. Fees and Payment

7.1 Pricing

Your use of the Service is subject to the fees specified in your subscription plan or applicable Order Form. All fees are stated in U.S. dollars unless otherwise specified. Fees are non-refundable except as expressly set forth herein or required by applicable law.

7.2 Billing

Fees are billed monthly in advance on a per-Controlled-Device basis through our payment processor, Stripe, Inc. (“Stripe”). By providing payment information, you authorize us (through Stripe) to charge the applicable fees to your designated payment method. You are responsible for providing accurate and current payment information.

7.3 Device-Based Billing

The Service is billed on a per-Controlled-Device basis. When you add a new Controlled Device during a billing cycle, you will be charged a pro-rata fee for the remainder of the current billing period, and the full monthly fee will apply starting at the beginning of the next billing cycle. When you remove a Controlled Device, you will retain access to that device through the end of the current billing period. At the start of the next billing cycle, the removed device will no longer be accessible through the Service and will no longer be billed. You are responsible for designating which Controlled Devices to remove prior to the start of a new billing cycle.

7.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and other taxes and duties imposed by any governmental authority with respect to your use of the Service, other than taxes on TapKit’s net income.

7.5 Late Payment

If any payment is not received by the due date, TapKit may suspend your access to the Service upon reasonable notice. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

7.6 Price Changes

TapKit may change its fees by providing at least thirty (30) days’ prior written notice (which may be provided by email or through the Service). Fee changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to a fee change, you may cancel your subscription before the change takes effect.

8. Free Trials and Beta Features

8.1 Free Trials

TapKit may offer free trial access to the Service. During a free trial, the Service is provided “as is” without warranty or support obligations. TapKit may terminate a free trial at any time for any reason. At the end of a trial period, your access to the Service will be suspended unless you purchase a paid subscription. Any data or configurations created during a trial may be permanently deleted if you do not convert to a paid subscription. If a free trial converts automatically into a paid subscription, we will clearly disclose that fact, the charge that will apply, and how to cancel before you consent to the trial.

8.2 Beta Features

TapKit may make certain features, tools, or services available as beta or early-access releases (“Beta Features”). Beta Features are provided for evaluation purposes and may not be complete, fully functional, or reliable. TapKit makes no commitments regarding the availability, performance, or future release of any Beta Feature. Beta Features may be discontinued at any time without notice.

9. Term and Termination

9.1 Term

This Agreement begins on the date you first accept it and continues until terminated by either party in accordance with this section.

9.2 Automatic Renewal

Your subscription renews automatically at the end of each billing period for successive periods of the same duration, at the then-current rates, until cancelled. The renewal terms — including the amount and frequency of recurring charges and the mechanism for cancellation — are presented clearly and conspicuously at the time you subscribe, and you will not be enrolled in a recurring charge without your affirmative consent to those terms. TapKit will provide any renewal notices or reminders required by applicable law.

9.3 Cancellation for Convenience

You may cancel your subscription at any time through your Account settings — cancellation is available online, through at least the same medium you used to subscribe — or by contacting us at support@tapkit.ai. Cancellation takes effect at the end of the current billing period. No refunds or credits will be issued for partial billing periods, except as expressly provided in these Terms or required by applicable law.

9.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

9.5 Suspension

TapKit may suspend or terminate your access to the Service immediately, without prior notice, if: (a) we reasonably believe your use of the Service poses a security risk or may adversely affect the Service or other users; (b) you are in violation of the AUP; or (c) suspension or termination is required by law or legal process. Where practicable, TapKit will provide notice of the suspension and an opportunity to cure before terminating.

9.6 Effect of Termination

Upon termination: (a) your right to access and use the Service immediately ceases; (b) you must cease all use of the Service and destroy any copies of Documentation in your possession; and (c) each party must return or destroy all Confidential Information of the other party. For thirty (30) days following termination, you may request export of Customer Content still held by TapKit by emailing privacy@tapkit.ai. This does not require retention of content already deleted pursuant to your instructions or applicable retention criteria. Retention, return, and deletion are governed by the Privacy Policy and, where applicable, the DPA.

9.7 Survival

Sections 6 (Intellectual Property), 7 (Fees and Payment, to the extent of any outstanding obligations), 10 (Confidentiality), 11 (Data Protection and Security, to the extent of obligations that by their nature survive), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and 15 (General Provisions) shall survive termination or expiration of this Agreement.

10. Confidentiality

10.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your Customer Content. TapKit’s Confidential Information includes the Service, its technology, business plans, and pricing.

10.2 Obligations

Each party agrees to: (a) protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use the other party’s Confidential Information only for the purpose of performing under this Agreement; and (c) not disclose the other party’s Confidential Information to any third party, except to employees, contractors, and advisors who need to know and are bound by obligations of confidentiality at least as protective as these Terms.

10.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

10.4 Compelled Disclosure

A party may disclose the other party’s Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party provides prompt notice to the other party (to the extent legally permitted) and cooperates in any effort to obtain confidential treatment.

11. Data Protection and Security

11.1 Privacy Policy

TapKit’s collection, use, and disclosure of personal information in connection with the Service are described in the Privacy Policy. TapKit will process Customer Content only as described in these Terms, the Privacy Policy, and, where applicable, the DPA.

11.2 Security Safeguards

TapKit will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content and personal information against unauthorized access, alteration, disclosure, or destruction, including encryption of data in transit, encryption of sensitive data at rest, access controls, and regular security assessments. No method of transmission or storage is completely secure, and TapKit does not guarantee absolute security.

11.3 Security Incident Notification

TapKit will notify you without undue delay after becoming aware of a Security Incident. “Security Incident” means a breach of TapKit’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Content or personal information processed by TapKit on your behalf. The notification will include, to the extent then known, the nature of the incident, the categories of data affected, and the measures taken or planned in response, and TapKit will provide reasonable cooperation in connection with your own legal notification obligations. TapKit’s notification of or response to a Security Incident is not an acknowledgment of fault or liability.

11.4 Data Processing Agreement

To the extent TapKit processes personal data on your behalf as a processor or service provider in connection with the Service, the DPA applies to that processing and is incorporated into these Terms. In the event of a conflict between the DPA and these Terms with respect to that processing, the DPA controls. The DPA is available at https://tapkit.ai/dpa or upon request to privacy@tapkit.ai.

12. Disclaimers

12.1 As-Is Basis

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAPKIT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED AVAILABILITY.

12.2 No Guarantee

WITHOUT LIMITING THE FOREGOING, TAPKIT DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE SERVICE WILL BE COMPATIBLE WITH ANY SPECIFIC DEVICE, OPERATING SYSTEM VERSION, OR THIRD-PARTY APPLICATION; OR (E) APPLE OR ANY OTHER THIRD PARTY WILL CONTINUE TO SUPPORT THE FEATURES, APIS, OR FUNCTIONALITY UPON WHICH THE SERVICE RELIES.

12.3 Third-Party Applications

TAPKIT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY APPLICATIONS ACCESSED THROUGH THE SERVICE. YOUR USE OF THIRD-PARTY APPLICATIONS THROUGH THE SERVICE IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND POLICIES OF THOSE THIRD-PARTY PROVIDERS.

12.4 Platform and Network Dependencies

THE SERVICE RELIES ON CERTAIN IOS AND MACOS FEATURES, INCLUDING ACCESSIBILITY AND CONNECTIVITY CAPABILITIES, AS WELL AS LOCAL NETWORK DISCOVERY PROTOCOLS (SUCH AS APPLE’S BONJOUR / MDNS). CHANGES TO APPLE’S SOFTWARE, HARDWARE, POLICIES, OR TERMS, OR NETWORK CONDITIONS THAT PREVENT LOCAL DEVICE DISCOVERY (INCLUDING WI-FI CLIENT ISOLATION, FIREWALLS, OR ENTERPRISE NETWORK POLICIES), MAY AFFECT THE AVAILABILITY, FUNCTIONALITY, OR PERFORMANCE OF THE SERVICE. TAPKIT SHALL NOT BE LIABLE FOR ANY DISRUPTION OR LIMITATION CAUSED BY SUCH CHANGES OR NETWORK CONDITIONS.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED IN SECTION 13.3, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Liability Cap

EXCEPT AS PROVIDED IN SECTION 13.3, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO TAPKIT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13.3 Exceptions

Sections 13.1 and 13.2 do not apply to: (a) your payment obligations under Section 7; (b) either party’s indemnification obligations under Section 14; (c) your breach of Section 5 (Customer Obligations) or the AUP; (d) either party’s gross negligence, willful misconduct, or fraud; or (e) your infringement or misappropriation of TapKit’s intellectual property rights. Nothing in these Terms limits any liability that cannot be limited under applicable law.

13.4 Basis of the Bargain

THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TAPKIT. TAPKIT WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.

14. Indemnification

14.1 Your Indemnification

You agree to indemnify, defend, and hold harmless TapKit, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Service; (b) your Customer Content; (c) your violation of these Terms or the AUP; (d) your violation of any applicable law, regulation, or third-party right (including the terms of any Third-Party Application); or (e) any use of a Controlled Device through the Service that you did not have authorization to control.

14.2 TapKit Indemnification

TapKit will indemnify, defend, and hold harmless you from and against any third-party claim alleging that your authorized use of the Service infringes a valid U.S. patent or copyright, and TapKit will pay any damages finally awarded or settlement amounts approved by TapKit. If the Service becomes, or in TapKit’s opinion is likely to become, the subject of an infringement claim, TapKit may at its option: (i) procure the right for you to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected subscription and provide a pro-rata refund of prepaid fees for the unused portion of the Subscription Term. TapKit has no obligation under this Section for claims arising from Customer Content, your combination of the Service with items not provided by TapKit, or your use of the Service in violation of these Terms.

14.3 Procedure

The indemnified party must: (a) give the indemnifying party prompt written notice of the claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim (provided any settlement releases the indemnified party unconditionally and imposes no obligations on it beyond ceasing use of infringing materials); and (c) provide reasonable cooperation at the indemnifying party’s expense.

15. General Provisions

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. The Federal Arbitration Act governs the interpretation and enforcement of Section 15.3.

15.2 Informal Dispute Resolution

Before initiating arbitration or litigation, the party asserting a dispute shall first send the other party a written notice describing the dispute and the requested relief (to TapKit, at legal@tapkit.ai). The parties shall attempt in good faith to resolve the dispute informally for thirty (30) days after the notice is received. This Section does not apply to claims for injunctive or equitable relief under Section 15.3(b).

15.3 Arbitration

Except as provided below, any dispute arising out of or relating to this Agreement or the Service shall be resolved through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules or, where you are an individual using the Service for personal, family, or household purposes, its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator in San Francisco County, California, or remotely by videoconference as agreed by the parties. Judgment upon the arbitral award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing: (a) either party may bring an individual claim in small claims court so long as the matter remains in that court and advances only on an individual (non-class, non-representative) basis; (b) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information; and (c) to the extent applicable law provides a non-waivable right to seek public injunctive relief, a claim for such relief may be pursued only in a court of competent jurisdiction, and shall be stayed pending arbitration of all arbitrable claims.

15.4 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TAPKIT AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this class action waiver is found unenforceable as to a particular claim or request for relief, then that claim or request (and only that claim or request) shall be severed and may be brought in court, and all remaining claims shall proceed in arbitration.

15.5 Arbitration Opt-Out

You may opt out of Sections 15.3 and 15.4 by sending written notice to legal@tapkit.ai within thirty (30) days after you first accept these Terms. Your notice must include your name, the email address associated with your Account, and an unequivocal statement that you wish to opt out of arbitration. If you opt out, or if Sections 15.3 and 15.4 are found unenforceable, the state and federal courts located in San Francisco County, California shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to personal jurisdiction and venue in those courts.

15.6 Limitation on Time to File Claims

Except where prohibited by applicable law, any cause of action or claim arising out of or relating to this Agreement or the Service must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

15.7 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, telecommunications failures, power outages, or changes to third-party platforms or services upon which the Service depends.

15.8 Assignment

You may not assign this Agreement or any rights or obligations hereunder without TapKit’s prior written consent. TapKit may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of each party’s successors and permitted assigns.

15.9 Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

15.10 Entire Agreement

This Agreement, together with the AUP, the Privacy Policy, the DPA (where applicable), any applicable Order Forms, and any policies expressly referenced herein, constitutes the entire agreement between you and TapKit with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings.

15.11 Waiver

The failure of TapKit to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by TapKit.

15.12 Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered by email. Notices to TapKit shall be sent to legal@tapkit.ai or to Jootsing Research Inc., Attn: Legal, San Francisco, California. Notices to you shall be sent to the email address associated with your Account.

15.13 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the U.S. Export Administration Regulations, and will not export or re-export the Service to any prohibited country, entity, or individual.

15.14 U.S. Government Users

If you are a U.S. government entity, the Service is provided as “commercial computer software” and “commercial computer software documentation” as defined in 48 C.F.R. § 2.101, and use, duplication, and disclosure are subject to the restrictions set forth in these Terms.

15.15 Electronic Communications

Visiting tapkit.ai, sending us emails, and completing online forms constitute electronic communications. You consent to receive communications from us electronically, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

15.16 Notice to California Users

If any complaint with us is not satisfactorily resolved, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Contact

Email: legal@tapkit.ai

Website: https://tapkit.ai

Jootsing Research Inc., San Francisco, California