These Terms of Use (“Terms”) are a legal agreement between you and ArchiCheck AI, Inc. d/b/a Kestrel Labs (“Kestrel Labs,” “we,” “our,” or “us”) governing your access to and use of the Kestrel Labs website at https://kestrellabs.com, and any other websites or online platforms we operate that link to these Terms (collectively, the “Site”). BY ACCESSING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS.
SECTION 6.3 OF THESE TERMS CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND KESTREL LABS ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 6.3 PERMITS KESTREL LABS TO REQUIRE DISPUTES BETWEEN YOU AND KESTREL LABS TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE REVIEW SECTION 6.3 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT AND OTHER LIMITATIONS. IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT ACCESS OR USE THE SITE.
1. Separate agreements; conflicts
These Terms govern your access to and use of the Site only. Kestrel Labs’ platform, implementation, support, professional services, and other products and services are governed by the applicable master services agreement, master subscription agreement, order form, statement of work, or other written or electronic agreement between Kestrel Labs and the applicable customer, including any online agreement accepted through an order form, onboarding flow, click-through process, or other acceptance mechanism (each, a “Separate Agreement”). If you or the entity you represent has entered into a Separate Agreement with Kestrel Labs, the Separate Agreement governs those products and services and controls in the event of any conflict with these Terms. These Terms do not modify, supersede, limit, or expand any Separate Agreement. These Terms continue to apply to your access to and use of the Site.
2. Website
2.1 Site license
Subject to these Terms, Kestrel Labs grants you a personal, limited, revocable, non-exclusive and non-transferable license to access and use the Site for informational purposes only. This license is exclusive to you and you may not sublicense the use of the Site. Kestrel Labs expressly retains all ownership rights, title and interest in and to all aspects of the Site and all intellectual property rights therein, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Site.
2.2 Content
You may be provided with access to a variety of information, data, reports, and other content through the Site, including text, audio, video, photographs, illustrations, graphics, and other data, information, and media (collectively, “Content”). Unless otherwise noted on the Site, all Content is owned by Kestrel Labs and our third party providers. All Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. Subject to your compliance with these Terms, you may access the Content solely for your own personal purposes in connection with your use of the Site. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content; or (d) use any Content or any portion of the Site to create, develop, train, improve, or enhance any artificial intelligence model, machine learning system, large language model, database, data product, or any product, service, model, system, or dataset that is competitive with Kestrel Labs or derived from Kestrel Labs’ Content.
2.3 Third party content
Certain Content may include or be based on data, information from third party Content providers (“Third Party Content”). Kestrel Labs has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content. Except as set forth in these Terms, you are granted no licenses or rights in or to any Content, or any intellectual property rights therein or related thereto. The Site may contain links to third-party websites, services, or resources. Kestrel Labs provides these links for convenience only and does not control, endorse, or assume responsibility for any third-party websites, services, content, products, or materials. Your use of third-party websites and services is at your own risk and subject to the applicable third party’s terms and policies.
2.4 No professional advice
Any Content made available on or through the Site is provided for general informational purposes only and does not constitute architectural, engineering, legal, regulatory, code-compliance, or other professional advice, certification, or determination of compliance. You are solely responsible for obtaining appropriate professional review and exercising independent judgment before relying on any Content.
2.5 Restrictions
The Site and Content, and their entire set of features and functionality including, but not limited to, the databases, software, hardware, text, displays, images, videos, audio, and other information and technology and the design, selection, and arrangement thereof used by or on our behalf to operate or promote the Site and Content (collectively, the “Technology”), constitute our valuable trade secrets. You will not, and will not permit any third party under your control to: (1) access or attempt to access the Technology except as expressly provided in these Terms; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (4) harvest, collect, gather, or assemble information or data regarding any users of our Site, including e-mail addresses, without their consent; (5) alter, modify, reproduce, or create derivative works of the Technology; (6) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; (7) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology, or otherwise make the Technology available to any third party; (8) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (10) interfere with the operation or hosting of the Technology; or (11) introduce software or automated agents or scripts to the Technology so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, deep link, or mine content from the Technology (except that we grant the operators of public search engines revocable permission to use spiders to copy materials for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
2.6 Eligibility; authority
The Site is intended for users who are at least 18 years old. By accessing or using the Site, you represent that you are at least 18 years old. If you access or use the Site on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” refers to both you and that entity.
2.7 Prohibited data; sensitive information
You shall not submit or cause to be submitted through the Site any protected health information, financial account information, government-issued identifiers, non-public business information, trade secrets, sensitive personal information, or other sensitive, confidential or regulated information unless Kestrel Labs has expressly requested such information through an authorized channel. Kestrel Labs is not responsible for information submitted in violation of this restriction. For clarity, Customer Data submitted to or processed through Kestrel Labs’ products or services under a Separate Agreement is governed by such Separate Agreement.
2.8 Privacy
Kestrel Labs’ collection and use of personal information through the Site is described in Kestrel Labs’ Privacy Policy, available at https://kestrellabs.com/privacy-policy/. Please review the Privacy Policy carefully.
3. Disclaimer of warranty
THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. KESTREL LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
4. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KESTREL LABS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA, GOODWILL, OR OTHER INTANGIBLES, EVEN IF KESTREL LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT ARISE IN CONNECTION WITH THE SITE, CONTENT, OR THESE TERMS. IF YOU ARE DISSATISFIED WITH THE SITE, CONTENT, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
5. Indemnification
You agree to indemnify, defend, and hold harmless Kestrel Labs and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, customers, providers, licensees, and successors from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) arising from: (a) your access to or use of the Site or Content; (b) your breach of any representation, warranty, or other provision of these Terms. Kestrel Labs will provide you with notice of any such claim, and Kestrel Labs will have the right to participate in the defense of any such claim at its expense; and (c) your violation of applicable law or third-party rights in connection with your access to or use of the Site or Content.
6. General
6.1 Modification
Kestrel Labs may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Site after the “Last Updated” date at the top of these Terms. Your continued access to or use of the Site after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms.
6.2 Independent contractors
No joint venture, partnership, employment, or agency relationship exists between you and Kestrel Labs as a result of these Terms or use of the Site or any Content.
6.3 Applicable law and dispute resolution
These Terms shall be governed by the laws of the State of Colorado, without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. Subject to this Section, any legal suit, action, or proceeding arising out of, or related to, these Terms, the Site, or any Content shall be instituted exclusively in the state or federal courts for Denver County, Colorado. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. If you believe that Kestrel Labs has not adhered to these Terms, please contact us by e-mail at hello@kestrellabs.com. If you and Kestrel Labs are unable to reach a resolution to the dispute, Kestrel Labs may, in its sole discretion, require you to submit any disputes arising from these Terms under the rules of the American Arbitration Association (www.adr.org) at its office for Denver County, Colorado. YOU UNDERSTAND THAT IF KESTREL LABS ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND KESTREL LABS AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN KESTREL LABS AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND KESTREL LABS ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Kestrel Labs otherwise agree in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site, Content, or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.
6.4 Feedback
If you provide Kestrel Labs with suggestions, comments, ideas, or other feedback regarding the Site, Kestrel Labs’ products, or Kestrel Labs’ services (“Feedback”), you grant Kestrel Labs a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to use, disclose, reproduce, modify, and otherwise exploit such Feedback for any lawful purpose without restriction or compensation to you. Feedback does not include Customer Data or other information governed by a Separate Agreement.
6.5 Force majeure
Kestrel Labs will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, floods, storms, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause which is beyond Kestrel Labs’ reasonable control.
6.6 Waiver
The failure of Kestrel Labs to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Kestrel Labs in writing.
6.7 Construction
The headings of Sections of these Terms are for convenience and are not to be used in interpretation.
6.8 Contact
Any questions, comments or suggestions, including any report of violation of these Terms should be provided to hello@kestrellabs.com.
6.9 Entire agreement
These Terms constitute the entire agreement between you and Kestrel Labs and govern your use of the Site, superseding any prior agreements between you and Kestrel Labs, except that any Separate Agreement between you and Kestrel Labs will govern as set forth in herein.