Kaigen

Kaigen Terms of Service

Last updated: November 10, 2026

These Terms of Service (the "Terms") are a binding agreement between 16456383 Canada Inc., a corporation incorporated under the laws of Canada, doing business as Kaigen, 329 Howe Street, Unit 233, Vancouver, British Columbia V6C 3N2, Canada ("Kaigen", "we", "us"), and you.

By creating an account, ticking a box to accept these Terms, buying a Paid Plan, publishing a game, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you use the Services for a company or other organization, you confirm that you have authority to bind it, and "you" means that organization as well as you.

If you are resident or located in the United States, Section 23 requires disputes to be resolved by individual binding arbitration and waives class actions and jury trials, unless you opt out as described there.

1. The agreement and how the documents fit together

1.1 The Services. These Terms govern our websites (including kaigen3d.com and studio.kaigen3d.com), accounts and sign-in, device and session management, billing, company workspaces, game hosting (including play.kaigen3d.com and kaigen3dplay.com), Kaigen AI and AI credits when available, our community channels, and any other online service we provide (the "Services").

1.2 The documents. Your agreement with Kaigen consists of:

1.3 Order of precedence. If documents conflict: a signed written agreement prevails over everything else for the matters it covers; then the Company Terms and the Data Processing Addendum, for Company Plans and Enterprise Agreements; then the Licence, for the Kaigen Software and Builds; then the Refund Policy, for refunds, cancellations and billing; then the rest of these Terms. For consumers, Section 26 prevails over all of them. The Privacy Policy explains how we handle personal information; it is a notice, not a contract term.

1.4 Closed beta. The Kaigen Closed Beta License Agreement continues to govern use of the Kaigen Software activated with a closed-beta licence key, as described in Section 17 of the Licence.

2. Definitions

"Account" means your Kaigen account.

"AI Agent" means any AI system, coding agent or automated tool, whether yours or a third party's, that uses the Services, the Kaigen Software or your Account or credentials on your behalf.

"Builds", "Kaigen Software", "Plan Entitlements", "Seat" and "Splash" have the meanings given in the Licence.

"Company" means an organization with a company workspace on the Services, and "Company Plan" means the Studio plan (for games and other interactive entertainment), the Industry plan (for every other use), and any other self-serve plan sold per Seat to a Company. An Enterprise Agreement is not a Company Plan.

"Enterprise Agreement" means a written agreement signed by Kaigen for an Enterprise plan.

"Finances" means, for an individual or organization, the combined total, together with its affiliates, of (a) gross revenue from all sources and (b) funding raised, including equity, debt, grants and crowdfunding, in the most recent twelve (12) months. An "affiliate" is any entity that controls, is controlled by or is under common control with it.

"Hosted Game" means a Build published to Kaigen's hosting, including its files, title, page and media.

"Kaigen AI" means the built-in AI features Kaigen may make available through the Services, including AI credits.

"Paid Plan" means any plan you pay for, including Plus and Pro (including under a founder offer) and the Company Plans, and includes a trial of any of them.

"Personal Plan" means the Free, Plus and Pro plans.

"Player" means anyone who accesses a Hosted Game.

"Special Licence" means a written licence signed or approved by Kaigen outside the standard plans, such as for Platform Use, AI Training Use or Headless Use as the Licence describes.

"Your Content" means content you or your AI Agents submit to or through the Services, including Hosted Games, project information, prompts, messages and feedback, excluding the Kaigen Software.

3. Eligibility

3.1 You must be at least eighteen (18) years old, or the age of majority where you live if higher, to buy a Paid Plan or to accept these Terms for an organization.

3.2 You must be at least sixteen (16) years old to create an Account. If you are under the age of majority where you live, your parent or legal guardian must agree to these Terms for you and is responsible for your use of the Services.

3.3 You may not use the Services if you are barred from doing so under the laws that apply to you, or if we have previously suspended or terminated your Account.

4. Accounts and security

4.1 You will give accurate, current information when you create an Account, buy a plan, apply for a programme or make a declaration, and keep it up to date.

4.2 An Account is for one individual. You may not share an Account, a Personal Plan, credentials or a device credential with anyone else, or create more than one Account to obtain additional trials, offers, free usage or limits.

4.3 You are responsible for everything done through your Account, your signed-in devices, your continuous-integration tokens ("CI Tokens") and your AI Agents, whether or not you authorized it, until you revoke the access concerned or tell us under Section 4.4, whichever is earlier.

4.4 You will keep your credentials, passkeys and CI Tokens secret, revoke any device or token you no longer control, and tell us at support@kaigen3d.com without delay if you suspect unauthorized access.

4.5 We may revoke any session, device credential or CI Token that we reasonably believe is compromised, including a token reported to us as published, for example by a code-hosting service. We are not liable for any interruption this causes.

4.6 We may refuse to create an Account, or require additional verification, at our discretion.

5. Plans and eligibility

5.1 Plans. The features, platforms, limits and prices of each plan are described on our pricing page and in the Licence. Features marked "coming soon" or similar are not part of any plan until we make them available.

5.2 Personal Plans. A Personal Plan is for one individual and may not be shared. It may be used for work for an organization only if that organization's Finances are under two hundred thousand US dollars (US $200,000), and each person doing that work needs their own Personal Plan. In this Section 5, "organization" includes a business carried on by an individual.

5.3 Company Plans. An organization whose Finances are two hundred thousand US dollars (US $200,000) or more must use a Company Plan, an Enterprise Agreement or a Special Licence for all work done for it with the Kaigen Software, including by contractors. A Company Plan may be used only by a Company whose Finances do not exceed ten million US dollars (US $10,000,000), with no more than twenty-five (25) Seats. The Studio plan may be used only for games and other interactive entertainment; any other use requires the Industry plan.

5.4 Enterprise. An Enterprise Agreement is required if your Finances exceed ten million US dollars (US $10,000,000), if you need more than twenty-five (25) Seats, or for any use the Licence reserves to a Special Licence.

5.5 Declarations. At checkout you declare which category you belong to. That declaration is a representation on which we rely. If you no longer meet the requirements of your plan, you must move to the correct plan within thirty (30) days.

5.6 Consequences of a wrong plan. If you use a plan you are not eligible for, or a declaration you made was or becomes untrue, then, without limiting our other rights, we may: (a) require you to buy the correct plan and pay the difference between what you paid and the fees of the correct plan (for an Enterprise Agreement, our then-current minimum Enterprise fee) for the period of ineligible use, which starts on the date of an untrue declaration or, if you became ineligible after a true declaration, at the end of the thirty (30) day period in Section 5.5; (b) suspend or end your Paid Plan without refund; and (c) treat the use as unlicensed under Section 16.5 of the Licence.

5.7 Confirmation. On our request you will confirm your eligibility in writing within ten (10) business days and provide reasonable supporting information.

6. Payments, renewals and trials

6.1 Payment. Paid Plans are billed in advance through our payment provider. You authorize us and our payment provider to charge your payment method for all fees, renewals and taxes when due.

6.2 Automatic renewal. Paid Plans renew automatically at the end of each billing period (monthly or yearly, as you chose) at the then-current price for your plan, until you cancel. You can cancel at any time on the billing page of your Account, and the cancellation takes effect at the end of the period you have paid for.

6.3 Trials. A trial converts automatically into the Paid Plan and billing cycle you selected at checkout, at the price shown at checkout, unless you cancel before the trial ends. Trials are limited as described in the Refund Policy.

6.4 Prices and price changes. Prices are in US dollars and, unless stated otherwise or the law requires prices to include tax, exclude taxes, which are shown at checkout. The price of your current billing period does not change during that period. We may change the price for later periods by giving you at least thirty (30) days' notice before the renewal at which it applies (or any longer period the law requires); you may cancel before that renewal.

6.5 Taxes. You are responsible for all sales, use, value added, goods and services and similar taxes on your purchases, which we calculate and collect where required. Business customers in the European Union with a valid VAT number may be invoiced under the reverse-charge mechanism, and are responsible for accounting for the tax.

6.6 Refunds. Refunds are governed by the Refund Policy.

6.7 Purchases need a person. Purchases may be made only by a person on our website. AI Agents may not buy plans, Seats, credits or anything else, and we may refuse or reverse any purchase we reasonably believe an AI Agent made.

6.8 Offline use. Paid Plan Entitlements continue offline only for the period stated in Section 7.2 of the Licence.

6.9 Founder offers. A founder offer is available only to eligible holders of closed-beta licence keys, only on yearly Plus or Pro plans, one per licence key, until December 7, 2026 (end of day Pacific time). The first year is charged at the founder price shown at checkout. From the second year, the plan renews at the normal yearly price of the plan at the time you bought the offer (US $200 for Plus, US $790 for Pro), and that price will not increase for as long as your subscription continues without moving to the Free plan. If your subscription ends or moves to the Free plan for any reason, the founder offer ends permanently. If and when built-in Kaigen AI becomes available on the Pro plan, a founder Pro subscription includes Pro's then-current allowance. You may choose to be listed by name on our Founding Members page, and you can withdraw that choice at any time.

6.10 Confirmation. After each purchase we send a confirmation to your Account email with the plan, price, renewal terms, how to cancel and links to the documents you accepted.

7. Companies

7.1 Responsibility. A Company is responsible for the people it invites or adds, including through single sign-on or directory sync, and for all use of its workspace, Seats, CI Tokens and AI Agents.

7.2 Administrators. A Company's owners and administrators can add and remove members and see members, their devices and the Company's audit log. Owners, administrators and members with the billing role can manage billing. Members acknowledge that this information is visible to the Company.

7.3 Removal. When a member is removed, their access to the Company workspace ends immediately, they are signed out on every device, their personal CI Tokens are flagged for replacement, and Company CI access they set up is revoked. They keep their personal Account and any Personal Plan, and can sign in to it again.

7.4 Deletion. If a Company workspace is deleted, its single sign-on and directory sync are turned off and stay off if it is restored. A deleted workspace can be restored for thirty (30) days, after which it and its data may be permanently deleted.

7.5 When a Company Plan ends. When a Company Plan ends, its Seats end and members lose the plan's entitlements; the workspace and its data are kept and deleted as the Data Processing Addendum describes.

7.6 Company Terms. Company Plans are also subject to the Company Terms and the Data Processing Addendum.

8. Game hosting

8.1 What hosting is. You may publish Builds to our hosting as your plan allows. Hosted Games are public: anyone with the link can access them.

8.2 Your responsibility. You are solely responsible for your Hosted Games, including their content, their compliance with law, their treatment of Players and Players' data, and any rights needed for everything in them. You confirm that you own or have all necessary rights in each Hosted Game and that publishing it does not infringe anyone's rights or break any law.

8.3 Content rules. You will not publish, and will not allow a Hosted Game to contain or do, anything that:

8.4 Children. You may not publish to our hosting any game directed to children under thirteen (13), or any game you know is used mainly by them, whatever its rating. If you distribute a Build directed to children elsewhere, you are solely responsible for complying with children's privacy and safety laws.

8.5 Branding. Hosted Games made on a plan that requires the Splash must show it as the Licence requires. Play pages of games published on the Free plan show a "Made with Kaigen" link, which you may not remove or hide.

8.6 Limits. Hosting is subject to the limits of your plan, including the number of Hosted Games and a monthly traffic allowance on the Free plan, which we set and may change without notice. When a limit is reached, we may show a notice to Players instead of the Hosted Game until the limit resets.

8.7 Removal. We may refuse, remove, disable or limit access to any Hosted Game, with or without notice and without refund, if we believe it breaches these Terms, the Licence or the law, if we receive a complaint about it, if it creates a risk of harm or legal exposure for Kaigen, Players or others, to enforce plan limits, or if we stop offering hosting or a hosting feature. We apply these rules diligently and proportionately, and will tell you the reason as described in Section 9.6. Removing a Hosted Game from our hosting does not affect your right to distribute the Build yourself under the Licence.

8.8 When a plan ends. If your Paid Plan ends, Hosted Games beyond the limits of your new plan may be unpublished. If your Account is closed, all your Hosted Games may be unpublished. The files of an unpublished Hosted Game are deleted within thirty (30) days.

8.9 No backup. Hosting is not a storage or backup service. Keep your own copies of your Builds and Your Content. We are not responsible for loss of Hosted Games.

8.10 Licence to host. You grant Kaigen a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, perform and make available your Hosted Games, and to make technical changes needed to serve them, for as long as they are published and for a reasonable time after, to operate the Services.

8.11 Showcase. You grant Kaigen a worldwide, non-exclusive, royalty-free licence to display your Hosted Games, and their names, images and short clips, with attribution, to promote Kaigen. You can ask us to stop at any time at support@kaigen3d.com; we will then not include them in new materials.

8.12 Notice to Players. Each Hosted Game is provided by its publisher, not by Kaigen. To the extent the law allows, Kaigen makes no promise about any Hosted Game and is not responsible for it. Players may report a Hosted Game as described in Section 9.

9. Reporting content, copyright and takedowns

9.1 Reporting. Anyone can report a Hosted Game or other content on the Services that they believe is illegal or breaks these Terms, using the "Report" link on the play page where available, or by writing to legal@kaigen3d.com. A report should explain where the content is, why it is illegal or breaks these Terms, and include the reporter's name and email (except for reports of child sexual abuse material, which may be anonymous). We confirm receipt to reporters who give an email, review reports diligently, and tell them our decision.

9.2 Copyright notices in the United States. We respond to notices of alleged copyright infringement under the US Digital Millennium Copyright Act. Our designated agent is: Copyright Agent, 16456383 Canada Inc., 329 Howe Street, Unit 233, Vancouver, British Columbia V6C 3N2, Canada, +1 236 509 9075, legal@kaigen3d.com. A notice must include: (a) a physical or electronic signature of the rights holder or a person authorized to act for them; (b) identification of the copyrighted work; (c) identification of the material claimed to infringe and information reasonably sufficient to locate it on the Services; (d) the complainant's contact details; (e) a statement that the complainant has a good-faith belief that the use is not authorized by the rights holder, its agent or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that the complainant is authorized to act for the rights holder. Under 17 U.S.C. 512(f), a person who knowingly and materially misrepresents that material is infringing, or that it was removed by mistake, may be liable for damages.

9.3 Counter-notices. If your content is removed because of a copyright notice and you believe that was a mistake, you may send our designated agent a counter-notice containing: your signature; identification of the removed material and where it appeared; a statement under penalty of perjury that you have a good-faith belief it was removed by mistake or misidentification; your name, address and telephone number; and your consent to the jurisdiction of the federal court for your district in the United States (or, if you are outside the United States, any judicial district in which Kaigen may be found), and to accept service from the person who sent the notice. We will send a copy of the counter-notice to that person, and may restore the material ten (10) to fourteen (14) business days after receiving the counter-notice unless the complainant tells us they have filed a court action.

9.4 Canada. We handle notices of claimed infringement under Canada's Copyright Act as that Act requires, including by forwarding them to the person concerned.

9.5 Repeat infringers. We will terminate, in appropriate circumstances, the Accounts of users who are repeat infringers, and may do so after a single notice.

9.6 Our decisions. When we remove or restrict content you published, we will tell you, where the law requires, what we did, why, and how to contest it. You may contest a decision by replying to our notice or writing to legal@kaigen3d.com. Our decision after review is final, except for any right you have by law to go to a court or an out-of-court dispute body.

9.7 No obligation to monitor. We do not review Hosted Games or Your Content before publication and have no obligation to do so, but we may.

9.8 Misuse. We may stop processing reports from anyone who frequently submits reports that are clearly unfounded.

9.9 Point of contact. Authorities and users can contact us about content on the Services at legal@kaigen3d.com, in English or French.

10. Acceptable use

You will not, and will not allow or use an AI Agent to:

11. AI Agents and Kaigen AI

11.1 Your AI Agents. You may use AI Agents with the Services and the Kaigen Software. Everything an AI Agent does using your Account, devices, credentials or CI Tokens is done by you, and you are responsible for it, including any breach of these Terms or the Licence.

11.2 Kaigen AI. When we make Kaigen AI available, it lets you use AI models, including third-party models, through our services, subject to usage limits and any credits you buy. We may change the models, limits and features at any time. Prompts and files you send through Kaigen AI are passed to the model provider you choose so it can respond.

11.3 AI output. Output from Kaigen AI or any AI Agent may be inaccurate, incomplete, insecure, or similar to content owned by others. You are responsible for reviewing output, for how you use it, and for making sure it does not infringe anyone's rights or break any law. Kaigen makes no warranty about any output, and does not claim ownership of output generated for you.

11.4 Kaigen AI sessions. When Kaigen AI is available, we may record your Kaigen AI sessions (your prompts, the model's replies and the tool calls made, in each case through Kaigen AI) and, while your settings permit it, use them, after removing information that identifies you, to improve and develop Kaigen, Kaigen AI and our models, as described in Section 3.3 of the Privacy Policy. For session data recorded while your settings permit that use, you grant Kaigen a worldwide, non-exclusive, perpetual, irrevocable, royalty-free licence, sublicensable to our service providers, to use it for those purposes. Your choices about this use, and how they differ by plan and by where you live, are described in the Privacy Policy and in your Account settings. This Section does not apply to AI Agents you run yourself outside Kaigen AI.

12. Your Content and feedback

12.1 Ownership. You keep ownership of Your Content.

12.2 Licence to operate. You grant Kaigen a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit and display Your Content as needed to provide, secure and support the Services, and as described in Sections 8 and 11.

12.3 Responsibility. You are responsible for Your Content and confirm you have all rights needed to submit it and grant these licences.

12.4 Feedback. You grant Kaigen a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use any feedback, ideas or suggestions you give us, for any purpose, without obligation or attribution to you, and, to the extent the law allows, waive any moral rights in them.

13. Kaigen's intellectual property

13.1 The Services, the Kaigen Software and all content we provide, and the Kaigen name, logos and trademarks, are owned by Kaigen or its licensors. These Terms do not grant you any right in them, except the limited rights expressly stated here and in the Licence.

13.2 You may say that a Build is made with Kaigen and display the Splash and links the Licence requires. You may not otherwise use Kaigen's name, logos or trademarks, or suggest that Kaigen endorses you, without our written permission.

14. Third-party services

The Services use and link to third-party services, including our payment provider, sign-in providers, identity providers chosen by Companies, AI model providers and community platforms. Your use of them is also subject to their terms. Kaigen is not responsible for third-party services, their availability, or their content.

15. Community channels

15.1 Kaigen may operate community channels, including a Discord server. Their hosting platform's rules also apply.

15.2 Kaigen may moderate community channels, remove content, and remove members at its discretion. Community channels are not a support commitment, and anything you post there is not confidential.

16. Changes to the Services

16.1 We may add, change, suspend or discontinue any part of the Services, any plan or any feature, at any time. If we discontinue a Paid Plan you have prepaid, the Refund Policy applies.

16.2 We have no obligation to release any feature, including features described as "coming soon", "beta" or planned.

17. Pre-release software

The Services and the Kaigen Software are in an open beta. They may contain errors, may change or be unavailable without notice, and may lose data. Subject to Section 26, you use them at your own risk.

18. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, HOSTED GAMES AND ALL OUTPUT ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". KAIGEN MAKES NO REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, SECURE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA OR CONTENT WILL BE PRESERVED. KAIGEN IS NOT RESPONSIBLE FOR HOSTED GAMES OR OTHER CONTENT PROVIDED BY USERS.

19. Limitation of liability

19.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAIGEN AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR CONTENT, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, THE OTHER DOCUMENTS IN SECTION 1.2, THE SERVICES, THE KAIGEN SOFTWARE, BUILDS, HOSTED GAMES OR ANY OUTPUT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY OR IF THEY WERE FORESEEABLE.

19.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF KAIGEN AND THOSE PERSONS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE OTHER DOCUMENTS IN SECTION 1.2, THE SERVICES, THE KAIGEN SOFTWARE, BUILDS, HOSTED GAMES OR ANY OUTPUT, TAKEN TOGETHER, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID KAIGEN IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

19.3 These limits apply even if a remedy fails of its essential purpose, and form an essential basis of the bargain between you and Kaigen.

19.4 Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, such as liability for fraud or, where the law requires, for gross negligence, intentional fault, or death or personal injury caused by negligence. If you are a consumer, you may have rights under the law where you live that these Terms cannot change.

20. Indemnity

You will defend, indemnify and hold harmless Kaigen and its affiliates, directors, officers, employees and contractors from and against all claims, demands, proceedings, losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or related to: (a) Your Content, your Hosted Games and your Builds, including any claim by a Player, a rights holder or a regulator; (b) your use of the Services, including by your AI Agents, CI Tokens and, for a Company, its members; (c) your breach of these Terms, the Licence or the law; and (d) any untrue declaration you made. We may take control of the defence of any claim at your cost, and you will not settle a claim without our written consent. If you are a consumer, this Section applies only to the extent permitted by the law where you live.

21. Suspension and termination

21.1 By you. You may stop using the Services at any time, cancel Paid Plans as described in the Refund Policy, and delete your Account from your Account settings or by writing to us.

21.2 By us, for cause. We may suspend or terminate your Account, any plan or any part of the Services immediately, without notice and without refund, if we reasonably believe you breached these Terms, the Licence or the law, made an untrue declaration, used the Services fraudulently or abusively, exposed Kaigen or others to a risk of harm or legal liability, or did not pay, or if we are required to by law.

21.3 By us, without cause. We may also terminate your Account or a Paid Plan for any other reason by giving you notice. If you prepaid for a Paid Plan we end without cause, the Refund Policy applies.

21.4 Effect. When your Account ends, your right to use the Services ends, your Hosted Games may be unpublished as described in Section 8.8, and we may delete Your Content as described in the Privacy Policy. Builds you distributed continue as described in the Licence. Sections 2, 4.3, 5.6, 5.7, 6.1 and 6.5 (for amounts already due), 8.2, 8.9, 8.10 (for the reasonable time stated), 8.11 (for materials already made), 8.12, 9, 11.3, 11.4, 12 to 14, 18 to 20, 21.4 and 22 to 26, the Refund Policy for amounts already due, and any provision that by its nature should survive, survive.

22. Changes to these Terms

22.1 We may update these Terms. We will publish the updated Terms with a new "Last updated" date.

22.2 For a material change, we will notify you by email or through the Services, and through the Kaigen Software, which asks you to accept new versions. Unless the law requires a different period, a material change takes effect thirty (30) days after the notice, or when you accept it, if earlier. For a Paid Plan you have prepaid, a material change that reduces your rights applies from your next renewal, and you may cancel before that renewal.

22.3 Changes required by law, and changes that only add features or do not reduce your rights, may take effect immediately.

22.4 If you do not agree to a change, you must stop using the Services and cancel any Paid Plan before the change applies to you. Otherwise, except where Section 22.5 applies, your continued use after the change takes effect is acceptance of it.

22.5 Consumers. If you are a consumer and the law where you live requires the contract to list the elements we may change (as in Quebec), the elements of these Terms, the Licence and the Refund Policy that we may change are: prices for later billing periods, plan entitlements and limits, features of the Services and the Kaigen Software, and the procedures for using them. Where the law where you live requires it, we will give you written notice of a change at least thirty (30) days (and no more than ninety (90) days) before it applies, setting out the new clause and the clause it replaces, and you may refuse the change by cancelling your Paid Plan without cost or penalty before it applies, in which case we refund any unused prepaid fees pro rata.

23. Disputes

23.1 Governing law. These Terms, the other documents in Section 1.2 (unless a signed agreement states otherwise), and any dispute arising out of or related to them, the Services or the Kaigen Software, are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in it, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Courts. Subject to Sections 23.3 and 23.4, the courts located in Vancouver, British Columbia have exclusive jurisdiction, and you and Kaigen submit to them. Kaigen may also seek injunctive relief, or bring a claim for unpaid fees or unlicensed use, in any court of competent jurisdiction.

23.3 Consumers. If you are a consumer, this Section does not deprive you of the protection of mandatory consumer laws where you live, or of any right under those laws to bring a claim in the courts where you live.

23.4 Arbitration for users in the United States.

23.5 Time limit. To the extent the law allows, and except for consumers where the law does not allow a shorter period, any claim against Kaigen must be brought within one (1) year after it arises, or it is permanently barred.

24. Export and sanctions

You will comply with all export control and sanctions laws that apply to you, the Services and the Kaigen Software. You confirm that you are not located in, or ordinarily resident in, a country or region subject to comprehensive Canadian or United States sanctions, and are not a person with whom Canadian or United States law prohibits dealings.

25. General

25.1 Entire agreement. The documents in Section 1.2 are the entire agreement between you and Kaigen about their subject and replace all earlier agreements, statements and understandings about it.

25.2 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them, including in a merger, acquisition or sale of assets, without your consent.

25.3 Severability. If any provision is found invalid or unenforceable, it will be enforced to the maximum extent permitted, and the rest of these Terms remains in effect.

25.4 No waiver. A failure or delay in enforcing a provision is not a waiver. A waiver must be in writing.

25.5 Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

25.6 Force majeure. Kaigen is not liable for any delay or failure caused by events beyond its reasonable control, including failures of hosting, payment, network or AI model providers.

25.7 Notices and electronic communications. We may give you notices by email to your Account email, through the Services or through the Kaigen Software. You agree to receive agreements, notices and receipts electronically. You may give notices to Kaigen at legal@kaigen3d.com. Electronic acceptance of these Terms is binding, and our records of acceptance, including the version, date and time, are evidence of it.

25.8 Interpretation. "Including" means "including without limitation". Headings are for convenience only. To the extent the law allows, no rule of interpretation against the drafting party applies.

25.9 Language. These Terms are drawn up in English. Where the law requires a French version, it is available at kaigen3d.com/legal/fr and the French version applies to the extent the law requires. Les présentes conditions sont rédigées en anglais. Lorsque la loi l'exige, une version française est disponible à kaigen3d.com/legal/fr.

25.10 No third-party beneficiaries. No one other than you and Kaigen has any right under these Terms, except the persons protected by Sections 19 and 20, who may rely on them.

26. Consumers

26.1 This Section applies if you use the Services or the Kaigen Software as a consumer, meaning for purposes outside your trade, business, craft or profession. It prevails over anything else in these Terms, the Licence or the Refund Policy.

26.2 Your statutory rights. Nothing in these documents excludes, restricts or modifies any right or remedy, or any guarantee, warranty or condition, that the law where you live gives you and that cannot be excluded, restricted or modified by agreement. Where such a law applies, the disclaimers, limits of liability, indemnities, time limits and termination rights in these documents apply only to the extent that law allows.

26.3 Australia. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For a major failure with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to compensation for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

26.4 European Union, European Economic Area and United Kingdom. You have the legal rights that apply to digital content and digital services, including that they conform to the contract and receive the updates needed to keep them in conformity for the period the law requires. Section 19.1 does not limit our liability for loss you suffer that is a foreseeable result of our breach of these Terms or our failure to use reasonable care and skill, and Section 19.2 applies only to the extent the law allows.

26.5 Quebec. If you live in Quebec, Sections 19 and 20 do not apply to you to the extent that the Consumer Protection Act prohibits them, and Section 23.4 does not apply to you.

26.6 Termination. If you are a consumer, we will terminate your Paid Plan under Section 21.2 only for the reasons stated there, and under Section 21.3 only with at least thirty (30) days' notice, except where the law or a risk of harm requires faster action.

26.7 California. Under California Civil Code Section 1789.3, 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.

Contact: 16456383 Canada Inc., doing business as Kaigen, 329 Howe Street, Unit 233, Vancouver, British Columbia V6C 3N2, Canada. Telephone: +1 236 509 9075. Legal notices and reports: legal@kaigen3d.com. Support and billing: support@kaigen3d.com. Privacy: privacy@kaigen3d.com.