Terms of Service

Effective Date: April 1, 2026

Last Updated: April 1, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. YOUR USE OF KARLEY AI CONSTITUTES YOUR ACCEPTANCE OF THIS LEGALLY BINDING AGREEMENT. THIS INCLUDES AGREEING TO THE ARBITRATION AND CLASS ACTION WAIVER CLAUSES FOUND IN SECTION 13.

1. Introduction and Agreement to Terms

Welcome to Karley AI. These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “User”) and Karley AI, Inc., a subsidiary of Expedition Community, Inc. (“Karley AI,” “we,” “us,” or “our”), governing your access to and use of the Karley AI website at www.karley.ai, our AI-powered shopping assistant, and all related services, applications, features, and platforms (collectively, the “Services”).

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference and available at https://www.karley.ai/legal/privacy-policy. If you do not agree to these Terms, you must not access or use the Services. If you are accessing or using the Services on behalf of a business, organization, or other entity (“Organization”), you represent and warrant that you have the authority to bind that Organization to these Terms, and references to “you” and “your” shall include that Organization.

We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms on our website and updating the “Last Updated” date above. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Services.

2. Description of Services

Karley AI provides an artificial intelligence-powered shopping assistant designed to be embedded on third-party e-commerce websites operated by our business clients (“Business Clients”). The Services use large language models, machine learning algorithms, and natural language processing technologies, including third-party AI models provided by companies such as OpenAI, to deliver conversational shopping assistance to website visitors. Core functionality includes answering product-related questions, providing personalized product recommendations, assisting with product discovery and comparison, facilitating pre-purchase decision-making, and generating conversational responses to user queries. The Services also include analytics dashboards and performance reporting tools provided to Business Clients, as well as the Karley AI website and any associated account portals.

You understand and acknowledge that you are interacting with an artificial intelligence system, not a human being, when you use the Karley AI shopping assistant. We will provide clear disclosures within the conversational interface indicating that you are communicating with AI.

3. Eligibility and Account Registration

3.1 Age Requirements. The Services are not intended for use by individuals under the age of thirteen (13). By using the Services, you represent and warrant that you are at least thirteen (13) years of age. If you are between the ages of thirteen (13) and eighteen (18), you may only use the Services with the consent of a parent or legal guardian who agrees to be bound by these Terms. We do not knowingly collect personal information from children under thirteen (13) in accordance with the Children's Online Privacy Protection Act (“COPPA”).

3.2 Account Registration. Certain features of the Services, including Business Client dashboards, may require you to create an account. When registering for an account, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account. We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, misleading, or incomplete, or if we reasonably believe that your account has been compromised.

3.3 Business Client Accounts. If you are a Business Client accessing the Services under a separate subscription agreement, master services agreement, or order form with Karley AI (a “Client Agreement”), these Terms apply to the extent not inconsistent with the Client Agreement. In the event of any conflict between these Terms and a Client Agreement, the Client Agreement shall control.

4. Acceptable Use Policy

4.1 Permitted Use. You may use the Services solely for their intended purposes: engaging with the Karley AI shopping assistant to obtain product information, recommendations, and shopping assistance, or, if you are a Business Client, integrating and using the Services in connection with your e-commerce operations as authorized by your Client Agreement.

4.2 Prohibited Conduct. You agree not to, and will not permit any third party to, engage in any of the following prohibited activities in connection with the Services:

(a) Use the Services for any unlawful, fraudulent, or malicious purpose, or in any manner that violates any applicable federal, state, or local law or regulation.

(b) Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, underlying algorithms, model weights, or architecture of any AI model or technology used in the Services.

(c) Use the Services to develop, train, fine-tune, or improve any competing artificial intelligence model, machine learning system, or similar technology, whether directly or indirectly.

(d) Submit, transmit, or input any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.

(e) Submit, transmit, or input any content that infringes or misappropriates the intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any third party.

(f) Attempt to probe, scan, test the vulnerability of, or circumvent any security or authentication measures of the Services, including any measures designed to prevent prompt injection, adversarial attacks, or unauthorized extraction of model data.

(g) Use automated scripts, bots, crawlers, scrapers, or other automated means to access the Services, except as expressly permitted by a Client Agreement or our published API documentation.

(h) Interfere with or disrupt the integrity or performance of the Services, including by transmitting viruses, worms, malware, or other harmful code.

(i) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity.

(j) Use the Services to generate, distribute, or facilitate spam, phishing, or other unsolicited or unauthorized communications.

(k) Use AI-generated outputs from the Services for purposes that could mislead consumers or constitute unfair or deceptive practices under Section 5 of the Federal Trade Commission Act or analogous state consumer protection laws.

(l) Use the Services to collect, store, or process the personal information of third parties in violation of any applicable privacy or data protection law.

(m) Remove, alter, or obscure any copyright notices, trademark notices, or other proprietary rights notices displayed on or within the Services.

4.3 Enforcement. We reserve the right, but have no obligation, to monitor your use of the Services for compliance with these Terms. We may, in our sole discretion, investigate any suspected violation and take appropriate action, including suspending or terminating your access to the Services, removing or disabling content, and reporting suspected violations to law enforcement authorities.

5. Artificial Intelligence Disclosures, Limitations, and Warnings

5.1 Nature of AI-Generated Outputs. The Services use artificial intelligence, including large language models, to generate conversational responses, product recommendations, and other content (“AI Outputs”). AI Outputs are generated by machine learning models that produce responses based on statistical patterns derived from training data and the context of your inputs. AI Outputs are not the product of human judgment, editorial review, or professional expertise. You acknowledge that AI Outputs may contain errors, inaccuracies, omissions, outdated information, or fabricated details (commonly referred to as “hallucinations”).

5.2 No Professional Advice. AI Outputs do not constitute, and should not be relied upon as, legal, medical, financial, tax, insurance, or other professional advice. The Services are designed to provide shopping assistance and product information only. You should independently verify any information provided by the AI assistant before making any purchasing or other decision. If you require professional advice, you should consult with a qualified professional in the relevant field.

5.3 No Guarantee of Accuracy or Completeness. We do not warrant, represent, or guarantee the accuracy, completeness, reliability, currentness, or fitness for any particular purpose of any AI Output. Product information, pricing, availability, specifications, and recommendations provided by the AI assistant are based on information available to the AI model at the time of the interaction and may not reflect real-time inventory, pricing changes, or product updates from the applicable Business Client's website.

5.4 AI-Specific Risks. You acknowledge and accept the following inherent risks associated with AI-generated content:

(a) Bias. AI models are trained on data that may contain biases, and AI Outputs may reflect or amplify those biases. We take reasonable measures to mitigate known biases, but we cannot guarantee that AI Outputs will be free from bias.

(b) Hallucinations. AI models may generate outputs that appear factual but are fabricated, including product features, specifications, compatibility information, or pricing details that do not exist or are inaccurate.

(c) Unintended Outputs. AI models may occasionally produce unexpected, irrelevant, or inappropriate responses despite safeguards and content filtering.

(d) Limitations of Context. AI models operate within the context of a given conversation session and the training data available to them. They do not have access to all information and may misinterpret ambiguous or incomplete inputs.

5.5 Reliance at Your Own Risk. You use the Services and rely on AI Outputs at your sole risk. Karley AI shall not be liable for any loss, damage, injury, or harm arising from your reliance on any AI Output, including any purchasing decision made based on AI-generated recommendations or information.

5.6 High-Stakes Decision Warning. You agree not to use AI Outputs as the sole or primary basis for any decision that could have significant legal, financial, medical, safety, or other consequential effects. Without limiting the foregoing, you should not rely on AI Outputs to determine whether a product is safe for a particular use, compliant with applicable regulations, medically appropriate, or suitable for consumption by individuals with allergies, dietary restrictions, or health conditions.

6. Intellectual Property

6.1 Karley AI’s Intellectual Property. The Services, including all underlying technology, AI models, algorithms, software, code, user interfaces, designs, trademarks, service marks, trade names, logos, text, graphics, and other content provided by Karley AI (collectively, “Karley AI IP”), are owned by or licensed to Karley AI and are protected by United States and international intellectual property laws, including copyright, trademark, patent, and trade secret laws. These Terms do not grant you any right, title, or interest in or to Karley AI IP, except for the limited right to access and use the Services as expressly permitted by these Terms.

6.2 Your Inputs. You retain all right, title, and interest in and to the content, data, queries, prompts, and other materials that you submit, transmit, or input into the Services (“User Inputs”), subject to any rights you grant to us under these Terms. You represent and warrant that you own or have obtained all necessary rights, licenses, consents, and permissions to submit User Inputs to the Services, and that your User Inputs do not infringe or misappropriate the intellectual property rights, privacy rights, or other rights of any third party.

6.3 AI-Generated Outputs. To the extent that Karley AI holds any right, title, or interest in AI Outputs generated in response to your User Inputs, Karley AI hereby assigns to you all such right, title, and interest. You acknowledge, however, that:

(a) Under current United States copyright law, purely AI-generated content that lacks sufficient human authorship may not be eligible for copyright protection. The U.S. Copyright Office has affirmed that copyright requires human authorship, and works generated solely by a machine, without meaningful human creative contribution, are not copyrightable.

(b) AI Outputs may be similar or identical to outputs generated for other users based on similar inputs. Karley AI does not guarantee that AI Outputs are unique to you or that no other user will receive the same or substantially similar output.

(c) Assignment of rights in AI Outputs does not include any license to Karley AI's underlying models, algorithms, training data, or other proprietary technology.

6.4 License to Karley AI. By submitting User Inputs to the Services, you grant Karley AI a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, and process your User Inputs solely for the following purposes: (a) providing, operating, maintaining, and improving the Services, (b) generating AI Outputs in response to your inputs, (c) complying with applicable law, and (d) enforcing these Terms.

6.5 Use of Data for AI Model Training and Improvement. We may use de-identified and aggregated data derived from User Inputs and AI Outputs to train, fine-tune, evaluate, and improve our AI models, algorithms, and Services. If you are using the Services through a Business Client enterprise integration or API access, your data will not be used for model training unless you or your Business Client have expressly opted in to such use. You may opt out of having your data used for model training at any time by contacting us at the address provided in Section 19.

6.6 Restrictions on Use of AI Outputs. Notwithstanding the assignment of rights in Section 6.3, you agree that you will not use AI Outputs to develop, train, or improve any artificial intelligence model, machine learning system, or competing technology.

6.7 Feedback. If you provide Karley AI with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), you hereby assign to Karley AI all right, title, and interest in and to such Feedback, and Karley AI shall be free to use, disclose, reproduce, license, and otherwise exploit the Feedback without restriction, obligation, or compensation to you.

6.8 Third-Party Intellectual Property. The Services may display or incorporate content, product information, trademarks, or other intellectual property belonging to Business Clients or other third parties. All such third-party intellectual property remains the property of its respective owners. Nothing in these Terms grants you any right or license to use any third-party intellectual property.

7. Privacy and Data Protection

7.1 Privacy Policy. Our collection, use, storage, sharing, and protection of personal information in connection with the Services are governed by our Privacy Policy, available at https://www.karley.ai/legal/privacy-policy. By using the Services, you consent to our data practices as described in the Privacy Policy.

7.2 AI-Specific Data Processing. You acknowledge that when you interact with the Karley AI shopping assistant, your User Inputs, including conversational messages, queries, and associated metadata, are transmitted to and processed by our AI systems and, where applicable, by third-party AI model providers such as OpenAI. These third-party providers process data in accordance with their own terms of service and privacy policies, in addition to any contractual obligations we impose on them. We encourage you to review the privacy practices of these providers.

7.3 Sensitive Information Warning. You should not submit any sensitive personal information to the AI assistant, including but not limited to Social Security numbers, financial account numbers, payment card information, government-issued identification numbers, passwords, health information, or other information that could be used for identity theft or fraud. We are not responsible for any consequences arising from your voluntary disclosure of sensitive personal information through the Services.

7.4 U.S. Privacy Law Compliance. We are committed to compliance with applicable U.S. federal and state privacy laws, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA/CPRA”), the Virginia Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CTDPA”), the Texas Data Privacy and Security Act (“TDPSA”), and other applicable state consumer privacy laws. Your rights under these laws, including the right to access, delete, and correct your personal information, the right to opt out of the sale or sharing of your personal information, and the right to opt out of profiling and automated decision-making, are described in detail in our Privacy Policy.

7.5 AI-Specific State Law Compliance. We monitor and comply with emerging state laws governing AI-specific data processing and automated decision-making. This includes the Colorado AI Act (effective June 30, 2026), which imposes obligations on developers and deployers of high-risk AI systems to prevent algorithmic discrimination and to provide consumer notices and opt-out rights in connection with consequential decisions. To the extent our Services are subject to such laws, we will provide applicable disclosures and mechanisms as required. The Texas Responsible AI Governance Act (effective January 1, 2026) requires clear and conspicuous notice when individuals interact with an AI system in contexts where AI simulates human interaction or materially influences outcomes, and we provide such disclosures within the AI assistant's conversational interface.

7.6 COPPA Compliance. The Services are not directed to children under thirteen (13). We do not knowingly collect personal information from children under thirteen (13). If we learn that we have collected personal information from a child under thirteen (13) without verified parental consent, we will take steps to delete such information promptly. If you believe a child under thirteen (13) has provided personal information through the Services, please contact us at the address provided in Section 19.

7.7 Data Retention. We retain personal information and AI interaction data in accordance with the retention periods and practices described in our Privacy Policy. De-identified and aggregated data may be retained indefinitely for analytics, model improvement, and research purposes.

8. Third-Party Services, Links, and Content

8.1 Third-Party Websites and Products. The Services may contain links to, or display information about, products, services, or websites operated by third parties, including the websites of our Business Clients. Karley AI does not control and is not responsible for the content, accuracy, availability, legality, or practices of any third-party website, product, or service. The inclusion of any link or product information within the Services does not imply our endorsement or approval.

8.2 Third-Party AI Model Providers. The Services rely on third-party AI model providers, including OpenAI, to generate AI Outputs. We contractually require these providers to implement reasonable security measures and to limit their use of data processed on our behalf. However, we do not control and are not responsible for the acts or omissions of third-party AI model providers, and the availability, quality, or reliability of AI Outputs may be affected by the performance of these providers' systems.

8.3 Business Client Responsibility. Product information, pricing, availability, descriptions, and images displayed through the AI assistant are sourced from our Business Clients' websites and product catalogs. Karley AI is not the seller, manufacturer, or distributor of any product recommended or discussed through the Services. All purchases are made directly from the applicable Business Client, subject to that Business Client's own terms of sale, return policies, and privacy practices. Any disputes regarding products, orders, shipping, returns, or refunds should be directed to the applicable Business Client.

9. Disclaimers of Warranties

THE SERVICES, INCLUDING ALL AI OUTPUTS, PRODUCT INFORMATION, RECOMMENDATIONS, AND OTHER CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KARLEY AI AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT;

(b) ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;

(c) ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(d) ANY WARRANTY THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE;

(e) ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF PRODUCT INFORMATION, PRICING, AVAILABILITY, OR OTHER CONTENT DISPLAYED THROUGH THE SERVICES; AND

(f) ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Limitation of Liability

10.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KARLEY AI, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER KARLEY AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF KARLEY AI AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO KARLEY AI FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

10.3 Essential Purpose. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

10.4 Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

11. Indemnification

11.1 Your Indemnification Obligations. To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Karley AI, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (collectively, “Karley AI Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:

(a) your access to or use of the Services;

(b) your User Inputs or any content you submit through the Services;

(d) your violation of any applicable law, regulation, or third-party right, including any intellectual property right, privacy right, or publicity right;

(e) any dispute between you and a Business Client regarding products, orders, or transactions facilitated through the Services; or

(f) your reliance on any AI Output.

11.2 Indemnification Procedure. We will promptly notify you of any claim subject to indemnification (provided that failure to provide notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby). You shall have the right to control the defense and settlement of any such claim, provided that you shall not settle any claim in a manner that imposes any obligation on any Karley AI Indemnitee or admits fault on behalf of any Karley AI Indemnitee without our prior written consent.

12. Termination and Suspension

12.1 Termination by You. You may stop using the Services at any time. If you have an account, you may request account deletion by contacting us at the address provided in Section 19.

12.2 Termination or Suspension by Karley AI. We may, in our sole discretion and without prior notice or liability, suspend or terminate your access to all or any portion of the Services for any reason, including but not limited to: (a) your breach or suspected breach of these Terms, (b) your engagement in any prohibited conduct described in Section 4, (c) a request by law enforcement or other governmental authority, (d) discontinuation or material modification of the Services, or (e) unexpected technical or security issues.

12.3 Effect of Termination. Upon termination of your access to the Services: (a) all rights and licenses granted to you under these Terms shall immediately cease; (b) you must immediately cease all use of the Services; and (c) any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 5, 6, 9, 10, 11, 13, and 14.

12.4 Data After Termination. Following termination, we may retain your data in accordance with our Privacy Policy and applicable law. We are under no obligation to maintain or provide access to your data following termination, except as required by applicable law or as set forth in a Client Agreement.

13. Governing Law, Dispute Resolution, and Arbitration

13.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law principles that would require application of the laws of another jurisdiction.

13.2 Informal Dispute Resolution. Before initiating any formal dispute resolution proceeding, you agree to first contact us at the address provided in Section 19 and attempt to resolve the dispute informally for a period of at least thirty (30) days. During this period, the parties will engage in good-faith negotiations to resolve the dispute.

13.3 BINDING ARBITRATION. IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH INFORMAL NEGOTIATION WITHIN THIRTY (30) DAYS, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, OR YOUR USE OF THE SERVICES (COLLECTIVELY, “DISPUTES”), SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND, WHERE APPLICABLE, THE AAA'S SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES.

(a) The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules.

(b) The arbitration shall take place in San Diego County, California, unless the parties agree to a different location or to remote proceedings.

(c) The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, including injunctive or declaratory relief, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator.

(d) The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

(e) Each party shall bear its own costs and attorneys' fees incurred in connection with the arbitration, except as otherwise provided by the AAA rules or applicable law.

13.4 CLASS ACTION AND JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND KARLEY AI EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND KARLEY AI EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

13.5 Exceptions to Arbitration. Notwithstanding the foregoing, this Section 13 does not require arbitration of the following: (a) individual claims brought in small claims court, provided the claim remains in small claims court; and (b) claims for injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation.

13.6 Severability of Arbitration Provisions. If any portion of this Section 13 is found to be unenforceable, the remainder shall continue in full force and effect. If the class action waiver in Section 13.4 is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief shall be severed and proceed in a court of competent jurisdiction, while the remaining claims shall proceed in arbitration.

14. Additional Legal Provisions

14.1 Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Karley AI regarding your use of the Services and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral, relating to the subject matter hereof. In the event of a conflict between these Terms and a Client Agreement, the Client Agreement shall prevail.

14.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

14.3 Waiver. The failure of Karley AI to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of Karley AI.

14.4 Assignment. You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of Karley AI. Karley AI may freely assign or transfer these Terms, in whole or in part, without restriction and without notice to you, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

14.5 Force Majeure. Karley AI shall not be liable for any delay or failure in the performance of any obligation under these Terms if such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, epidemics, labor disputes, government actions, power failures, Internet or telecommunications failures, cyberattacks, failures of third-party AI model providers, or other force majeure events.

14.6 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms, except that Karley AI Indemnitees are intended third-party beneficiaries of Section 11.

14.7 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

14.8 Electronic Communications. By using the Services, you consent to receiving electronic communications from Karley AI, including notices, disclosures, agreements, and other communications. You agree that all agreements, notices, disclosures, and other communications that Karley AI provides to you electronically satisfy any legal requirement that such communications be in writing.

15. FTC Compliance and Consumer Protection

15.1 Truthful Representations. In accordance with Section 5 of the Federal Trade Commission Act, which prohibits unfair or deceptive acts or practices in or affecting commerce, Karley AI is committed to ensuring that the Services and all communications related thereto are truthful, non-deceptive, and non-misleading. We do not represent that AI Outputs are the product of human review, and we clearly disclose the AI-powered nature of the Services.

15.2 AI Claims and Limitations. We do not make exaggerated or unsubstantiated claims about the capabilities of our AI technology. The Services are designed to assist with product discovery and pre-purchase shopping decisions. We do not guarantee specific outcomes, conversion rates, or business results from use of the Services.

16. Automated Decision-Making

16.1 Nature of AI Decisions. The AI assistant provides product recommendations and shopping guidance. It does not make decisions that produce legal effects or similarly significant effects on consumers, such as decisions related to employment, credit, housing, healthcare, insurance, or education.

16.2 Consumer Rights. Under certain U.S. state privacy laws, consumers may have rights related to profiling and automated decision-making, including the right to opt out of profiling, the right to obtain information about the logic involved in automated decision-making, and the right to request human review of certain automated decisions. To the extent applicable, these rights are described in our Privacy Policy, and you may exercise them as set forth therein.

16.3 Colorado AI Act Compliance. To the extent the Services constitute a “high-risk AI system” under the Colorado AI Act (SB 24-205), we will comply with applicable obligations, including conducting impact assessments, providing consumer notices and disclaimers, implementing consumer opt-out rights, and establishing appeal mechanisms for adverse consequential decisions.

17. Export Controls

You agree that you will not use, export, re-export, or transfer the Services in violation of any applicable export control laws or regulations, including those administered by the U.S. Department of Commerce, the U.S. Department of the Treasury's Office of Foreign Assets Control, or any other governmental authority.

18. California Residents — Notice Under Civil Code Section 1789.3

If you are a California resident, under California Civil Code Section 1789.3, you are entitled to the following specific consumer rights notice: The provider of the Services is Karley AI, Inc., c/o Expedition Community, Inc., 4275 Executive Sq Ste 200, La Jolla, CA 92037.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be reached in writing at 1625 North Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at (800) 952-5210.

19. Contact Information

If you have any questions, concerns, or requests regarding these Terms, please contact us at:

Karley AI, Inc. c/o Expedition Community, Inc., 4275 Executive Sq Ste 200, La Jolla, CA 92037

Email: support@karley.ai

Website: www.karley.ai