K2 AI Help Bot

Beta Test License Agreement: K2 Assist

By clicking “I Agree” or by accessing or using the Beta, Customer acknowledges that it has read, understands, and agrees to be bound by this Agreement.

This Beta Test License Agreement (“Agreement”) is entered into by and between K2 Construction Consultants, Inc. (“K2”) and the customer accepting this Agreement (“Customer”), effective as of the date Customer first clicks to accept or otherwise accesses or uses the Beta (the “Effective Date”).

By clicking to accept, accessing, or using the Beta, Customer agrees to the terms of this Agreement. If Customer does not agree, Customer may not access or use the Beta.

Definitions

1. “Beta” means the pre-release, beta, evaluation, or trial version of K2’s application known as “K2 Assist,” including any related software, interfaces, features, content, documentation, and any updates or modifications provided by K2 for testing purposes.
2. “Authorized Users” means Customer’s employees and contractors who are permitted by Customer to access the Beta solely for Customer’s internal evaluation.
3. “Customer Data” means data submitted by or on behalf of Customer into the Beta.
4. “Kahua Platform” means the third-party construction management platform operated by Kahua, Inc. or its affiliates.

License; Access and Use

1. License. Subject to this Agreement, K2 grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable, no-charge license during the Term to access and use the Beta solely for internal, non-production evaluation and testing, and solely with Authorized Users.
2. Restrictions. Customer shall not, and shall not allow any third party to: (a) use the Beta for production, commercial, or competitive purposes; (b) copy, modify, translate, adapt, or create derivative works of the Beta; (c) reverse engineer, decompile, disassemble, or attempt to derive source code (except to the extent permitted by law notwithstanding this restriction); (d) remove or alter proprietary notices; (e) circumvent technical limits; (f) rent, lease, sell, assign, sublicense, distribute, or otherwise transfer the Beta; (g) use the Beta to develop a competing product or service; (h) use the Beta in violation of law or third-party rights; or (i) perform public benchmarking or publication of performance results.
3. No Fees. The Beta is provided at no charge. K2 has no obligation to provide any services, support, training, or updates.
4. Third-Party Platforms. The Beta may interoperate with or depend on the Kahua Platform or other third-party products or services. Customer remains solely responsible for obtaining and complying with applicable third-party terms. K2 is not affiliated with, sponsored by, or endorsed by the Kahua Platform provider, and has no responsibility or liability for third-party platforms, services, content, or acts or omissions.

Feedback

Customer may provide suggestions, ideas, feedback, or recommendations regarding the Beta (“Feedback”). K2 may use Feedback for any purpose without restriction or compensation. Customer hereby assigns and agrees to assign to K2 all right, title, and interest in and to Feedback. To the extent an assignment is not effective, Customer grants K2 a perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free license to use and exploit Feedback.

Proprietary Rights

K2 and its licensors own all rights, title, and interest in and to the Beta, including all copyright and any other intellectual property rights. Except for the limited license expressly granted in Section 2, no rights are granted by implication, estoppel, or otherwise. Customer retains any rights it has in Customer Data.

Confidentiality

1. Confidential Information. The Beta, its performance, features, and any related documentation, technical information, and non-public communications from K2 are K2’s confidential information.
2. Obligations. Customer shall not disclose K2’s confidential information and shall protect it using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Customer shall use K2’s confidential information solely to evaluate the Beta.
3. Exclusions. Confidential information does not include information that: (a) is or becomes publicly available through no breach by Customer; (b) was known to Customer without restriction before receipt; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed by Customer without use of K2’s confidential information.
4. Injunctive Relief. Breach of this Section may cause irreparable harm for which monetary damages are inadequate; K2 is entitled to seek equitable relief without posting bond.

Data; Security; Privacy

1. Customer Data. Customer is solely responsible for Customer Data and represents that it has all necessary rights to submit it to the Beta. Customer shall not submit any personal data, protected health information, sensitive personal information, export-controlled data, or other regulated or confidential data into the Beta. The Beta is not designed for production use or to process such data.
2. Usage Data. K2 may collect and use information related to Customer’s use of the Beta (including technical and telemetry data) to operate, analyze, improve, and support the Beta and K2’s products and services.
3. Security. While K2 may implement reasonable security measures for a beta environment, the Beta is a pre-release evaluation product and not designed for production-grade security or availability.

No Warranty; Disclaimer

THE BETA IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, K2 AND ITS AFFILIATES, LICENSORS, AND PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND THAT THE BETA WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ERRORS WILL BE CORRECTED. K2 DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE BETA WILL PROVIDE ERROR-FREE RESULTS OR PERFORM AS DESIRED.

Waiver of Liability; Exclusion of Damages; Limitation of Liability

1. Waiver; Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER IRREVOCABLY WAIVES, AND K2 SHALL HAVE NO LIABILITY WHATSOEVER FOR, ANY AND ALL DAMAGES, LOSSES, CLAIMS, COSTS, OR EXPENSES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BETA, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, MULTIPLE, PUNITIVE, OR COVER DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; BUSINESS INTERRUPTION; OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Liability Cap. IF THE FOREGOING WAIVER OR EXCLUSION IS UNENFORCEABLE IN ANY RESPECT, THEN TO THE MAXIMUM EXTENT PERMITTED BY LAW, K2’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BETA SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
3. Essential Basis. The parties acknowledge that the Beta is provided at no charge and the disclaimers, exclusions, waivers, and limitations set forth in this Section are an essential basis of the bargain.

Indemnity by Customer

Customer shall defend, indemnify, and hold harmless K2, its affiliates, and their respective officers, directors, employees, and agents from and against all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) Customer’s or any Authorized User’s access to or use of the Beta; (b) Customer Data; (c) any breach of this Agreement by Customer or its Authorized Users; or (d) Customer’s violation of applicable law or third-party rights (including any terms applicable to the Kahua Platform).

Term; Termination; Suspension

1. Term. This Agreement begins on the Effective Date and continues until terminated as set forth herein or upon the earlier of K2’s general release of the Beta or K2’s discontinuation of the Beta (the “Term”).
2. Termination. K2 may terminate or suspend the Beta or this Agreement, in whole or in part, at any time for any reason or no reason, with or without notice. Customer may terminate at any time by ceasing all use of the Beta and notifying K2 of that decision.
3. Effect of Termination. Upon termination, Customer shall immediately cease all use of the Beta, permanently delete or destroy any Beta components and K2 confidential information in its possession or control, and certify deletion upon request. Sections 3–9 and 10.3–14 survive termination.

Relationship to Kahua Platform

Customer acknowledges that the Beta is designed to assist users in locating documentation and answers relating to the Kahua Platform but is not provided by, affiliated with, endorsed by, or sponsored by the Kahua Platform provider. K2 makes no representation regarding, and has no responsibility or liability for, the accuracy, completeness, or availability of any Kahua Platform content or functionality, or any changes thereto. Customer remains solely responsible for compliance with all Kahua Platform terms and policies.

Governing Law; Venue

This Agreement is governed by the laws of the State of Maryland, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Maryland and waive any objections to jurisdiction, venue, or inconvenient forum. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Order of Precedence; Entire Agreement; Amendments

This Agreement is the entire agreement between the parties with respect to the Beta and supersedes all prior or contemporaneous understandings regarding the Beta. K2 may update this Agreement by posting an updated version; continued access or use after the effective date of an update constitutes acceptance. Any conflicting or additional terms from Customer (including in purchase orders) are rejected and have no effect.

Assignment; No Third-Party Beneficiaries

Customer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without K2’s prior written consent. K2 may assign this Agreement without restriction. There are no third-party beneficiaries to this Agreement.

Notices; Electronic Acceptance

Notices to K2 must be in writing and sent to K2 by email to: info@k2consulting.com and contain the subject line, “NOTICE IN ACCORDANCE WITH K2 ASSIST BETA TEST AGREEMENT.” K2 may provide notices to Customer via the Beta interface, email, or Customer’s contact details on file. The parties agree that click-through acceptance, electronic signatures, and electronic notices have the same legal effect as originals.

Severability; Waiver

If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder remains in effect. No failure or delay in exercising any right operates as a waiver. No waiver is effective unless in writing and signed by the waiving party.

Force Majeure

K2 is not liable for any delay or failure to perform due to events or circumstances beyond its reasonable control, including acts of God, labor disputes, failures of suppliers, utilities or communications, or third-party platform changes or outages.