Terms of Use

These Terms of Use (these “Terms“) are a legally binding agreement between you as the user (“you“) and Kairoi Residential LLC (“Kairoi Residential“). These Terms govern your access to and use of Kairoi Residential’s website located at https://kairoi.com (the “Site“) including any content, functionality, and services offered on or through the Site (collectively, the “Services“).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE AS THEY AFFECT YOUR LEGAL RIGHTS. THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

BY ACCESSING THIS SITE OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MAY NOT USE THIS SITE.

1. Use of the Services

a. License

On the condition that you comply with all of your obligations under these Terms, Kairoi Residential grants you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Site and use the Services. Any other use of the Services is strictly prohibited and a violation of these Terms. Kairoi Residential and its licensors reserve all rights not expressly granted in these Terms, including, without limitation, rights of title, ownership, intellectual property and all other rights and interests in the Services and all related items.

b. Revision of these Terms

Kairoi Residential may revise these Terms from time to time. Kairoi Residential will use reasonable efforts to notify you of such changes. Such efforts might include posting notice on the Site, an email to the address we have on file, or a message in your Account. However, please check the “Last Updated” legend at the top of this page to see when these Terms were last revised. Such revised Terms will be effective when posted. You should revisit these Terms on a regular basis, as revised versions will be binding upon you. You understand and agree that your continued access to or use of the Services after the effective date of changes to these Terms indicates your acceptance of such revisions.

c. Cessation of Service

Kairoi Residential reserves the right to modify, terminate and suspend the operation of the Site, as well as the provision of any or all Services via the Site, without notice or liability, at any time and for any or no reason in its sole and absolute discretion.

d. Risks Inherent in Electronic Mail

The Services enable Kairoi Residential to distribute electronic mail and other messages to you, as well as to collect your signatures to certain contracts, notices, disclosures or other records or documents to be entered into between you and Kairoi Residential. You understand that communications distributed by the Services may be distributed by electronic mail, which is by its nature insecure and unreliable. Electronic mail is subject to interception, misdirection and loss. In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients. Any recipient of an electronic message sent by the Services may access the hyper-links to files contained on the Services, as the Services do not authenticate or validate the identity or authority of any person following a hyper-link contained in any such message.

3. Representations and Warranties

You represent and warrant that:

1. you are 18 years or older and you have all requisite rights and authority to use the Services and to enter into these Terms;
2. the performance of your obligations under these Terms will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties;
3. you will use the Services for lawful purposes only and subject to these Terms;
4. you are responsible for all use of the Services by persons accessing the Services through your Account;
5. you agree that Kairoi Residential will not be liable for any losses incurred as a result of a third party’s use of the Services associated with your Account, regardless of whether such use is with or without your knowledge and consent;
6. you will not use the Services in any manner that could damage, disable, overburden or impair the Services, or interfere with use of the Services by others;
7. any information submitted to the Services or to Kairoi Residential by you is true, accurate, and correct;
8. you understand that, except as expressly stated in these Terms, these Terms do not grant you any license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party websites, or otherwise;
9. you will not attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks under the control or responsibility of Kairoi Residential through hacking, cracking, password mining, or any other unauthorized means;
10. you agree to immediately notify Kairoi Residential of any unauthorized use of your Account of which you become aware;
11. you are solely responsible for maintaining the confidentiality of your Account names and password(s);
12. you are not a competitor of Kairoi Residential or its licensors and are not using the Services or services provided by the Services for reasons that are in competition with Kairoi Residential or its licensors;
13. if you use the Services in your capacity as an employee, owner or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms;
14. you will not impersonate another person or misrepresent your affiliation with another person or entity, including using another person’s username, password or other account information or another person’s name, likeness, image or photograph; and
15. your consent to be bound to any consents, notices, disclosures or other records or documents to be entered into between you and Kairoi Residential (“Electronic Contracts“), whether by typing your name, checking a box, pressing a button, clicking through a link, or demonstrating other intent to be bound to such Electronic Contract, shall create a legal, valid and binding contract enforceable against you in accordance with its terms.

4. Intellectual Property

a. Content of the Services

Kairoi Residential or its licensors own all of the content that is made available in connection with the Services (the “Site Content“), including visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of the Services. Kairoi Residential or its licensors also own the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world associated with the Services and the Services Content, which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights and laws.

b. Restrictions

You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display, perform or in any way exploit any of the Services Content in whole or in part, except as expressly authorized by the applicable rights holder. Except as expressly and unambiguously provided by these Terms, neither Kairoi Residential nor any of its licensors grant you any express or implied rights, and all rights in and to the Services and the Services Content are retained by their holders.

5. Privacy

Kairoi Residential respects your privacy and limits the disclosure of your Personal Data to third parties. For more information on Kairoi’s privacy practices please review our Privacy Policy.

6. Indemnification

You agree to indemnify, defend and hold Kairoi Residential, as well as Kairoi Residential’s parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, including the shareholders, officers, directors, employees, agents and representatives of each of them (collectively, the “Indemnified Parties“) harmless from any and all claims, liability, damages and costs (including, but not limited to, attorneys’ fees) arising out of or relating to:

1. your access to or use of the Services;
2. your violation of these Terms, including without limitation your breach of any representation or warranty;
3. your infringement, or the infringement of any third party using your Account, of any intellectual property or other right of any person or entity; or
4. the nature and content of all materials, Electronic Contracts, works, data, statements and other visual, graphical, written or audible communications of any nature submitted by you or otherwise processed through your Account.

Kairoi Residential reserves the right to, but is not obligated to, assume the exclusive defense and control of any matter for which you are required to indemnify the Indemnified Parties, and you agree to cooperate with Kairoi Residential’s defense of such claims. You agree not to settle any such matter without Kairoi Residential’s prior written consent. Kairoi Residential will use reasonable efforts to notify you of any such claim, action or proceeding when Kairoi Residential becomes aware of it. Each of the Indemnified Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.

7. Third Party Services

The Services include links to third-party products, services and websites, as well as materials provided by third parties (collectively, “Third-Party Content“). Neither these Terms nor the Services endorse or take responsibility for any Third-Party Content. You agree that the Indemnified Parties are not responsible for the availability or contents of Third-Party Content. You understand that the Indemnified Parties have no obligation to, and generally do not, approve or monitor materials provided by third parties through the Services. Your use of Third-Party Content is at your own risk.

8. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. KAIROI RESIDENTIAL MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED THROUGH THE SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, KAIROI RESIDENTIAL WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES.

THE SERVICES AND ANY CONTENT OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER KAIROI RESIDENTIAL NOR ITS LICENSORS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER KAIROI RESIDENTIAL NOR ITS LICENSORS REPRESENT OR WARRANT THAT THE SERVICES OR ANY CONTENT OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, KAIROI RESIDENTIAL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Limitations of Liability

a. NO CONSEQUENTIAL DAMAGES

KAIROI RESIDENTIAL AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR PROFITS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), EQUITY, BREACH OF CONTRACT OR OTHERWISE (AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR KAIROI RESIDENTIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE).

b. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF KAIROI RESIDENTIAL AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100.00). IF APPLICABLE LAW LIMITS THE APPLICATION OF THE FOREGOING LIMITATION OF LIABILITY, KAIROI RESIDENTIAL’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Export Laws

You acknowledge that technology utilized by the Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Kairoi Residential makes available through the Services (collectively “Excluded Data“), may be subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws“). You represent and warrant that: (i) you are not located in, under the control of, or a national or resident of an embargoed country or prohibited end user under Export Laws; and (ii) you will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by export laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Services and Services. You shall advise Kairoi Residential at privacy@kairoi.com in the event the Excluded Data requires Kairoi Residential to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where you intend to use the Services or Services. Upon being advised of such a requirement, Kairoi Residential may at its sole discretion: (a) terminate your Account; (b) obtain such licenses, permits, and/or approvals as may be required; or (c) modify these Terms such that additional licenses, permits, and/or approvals are no longer required to be obtained by Kairoi Residential.

11. Disputes, Arbitration and Class Action Waiver

a. Arbitration

Any dispute, claim or controversy arising out of or relating to these Terms or the Privacy Policy, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be either determined by binding arbitration in Bexar County, Texas before one arbitrator or submitted to small claims court in Bexar County, Texas. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected or arbitration may be conducted over the phone, using video conferencing, or similar. You may be entitled to an in-person hearing near your place of residence. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to these Terms shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of these Terms, including Rules 16.1 and 16.2 of those Rules.

b. No Class Actions

YOU AND KAIROI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR KAIROI’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Kairoi agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

c. Seeking Arbitration

If you elect to seek arbitration or file a small claim court action, you must first send to Kairoi, by certified mail, a written notice of your claim (“Notice“). The Notice to Kairoi must be addressed to: 711 Navarro Street, Suite 400, San Antonio, Texas 78205. If Kairoi initiates arbitration, it will send a written Notice to an email address you have previously provided to Kairoi, if available. Kairoi may also use any other means to contact you, including a message in your Account. A Notice, whether sent by you or by Kairoi, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand“). If you and Kairoi do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Kairoi may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. If you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, Kairoi will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees.

d. Hearing

If your claim is for US$10,000 or less, Kairoi agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules.

e. Award

In the event arbitration awards you damages of an amount at least $100 greater than Kairoi’s last documented settlement offer, Kairoi will pay your awarded damages or $2,500, whichever is greater.

f. Injunctive Relief

Notwithstanding the foregoing, you and Kairoi both agree that you or Kairoi may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of these Terms unenforceable, that portion shall not be effective, and the remainder of the Agreement shall remain effective. No waiver, express or implied, by either party of any breach of or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

g. Confidentiality

The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

h. Governing Law and Rules

This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Texas, exclusive of conflict or choice of law rules. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to these Terms, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to these Terms, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of these Terms) with respect to any final award in an arbitration arising out of or related to these Terms.

12. Miscellaneous

a. No Assignment

These Terms, and any rights or obligations under these Terms, are not assignable, transferable or sublicensable by you except with Kairoi Residential’s prior written consent, but may be assigned or transferred by Kairoi Residential without restriction. Any attempted assignment by you shall violate these Terms and be void.

b. Beneficiaries

Nothing in these Terms is intended to, nor will be deemed to, confer rights or remedies upon any third party.

c. Amendments; Waivers

Kairoi Residential may modify these Terms as provided in Section 1(b) (Revision of these Terms). These Terms may not be modified, amended, terminated or waived, in whole or in part, by you except by a written instrument signed by Kairoi Residential. Except as expressly set forth herein, any failure of a party to take action in response to any breach of these Terms by the other party shall not constitute a waiver of such breach or of performance required by the other party; and no waiver of any provision of these Terms shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided therein.

d. Force Majeure

Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.

e. Notices

To send notices to Kairoi Residential, or if you have any questions regarding these Terms, please contact Kairoi Residential at investors@kairoi.com. Kairoi Residential may provide you with notices, including notices of changes to these Terms, by electronic mail, regular mail or communications through the Services.

f. Entire Agreement

These Terms contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain services available through the Services, which may have terms that are different from those of these Terms. In the event of any inconsistency, the terms of such other agreement shall control with respect to such services.

g. Severability

If any provision of these Terms is deemed to be invalid or unenforceable, the remaining provisions of these Terms shall be valid and binding and of like effect as though such provision were not included.