Terms of Service

Effective date: May 14, 2026

These Terms of Service (the "Terms") are a binding agreement between you and Kalivar, a New York Limited Liability Company ("Kalivar," "we," "us," or "our"), governing your access to and use of the websites located at kalivar.com and any associated subdomains, the Kalivar platform (the "Platform"), and any related services, mobile applications, APIs, content, tools, and features made available by Kalivar (collectively, the "Services").

By creating an account, accessing the Services, clicking a button or checkbox indicating acceptance, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you may not access or use the Services.

If you are entering into these Terms on behalf of a law firm, expert network, employer, or other entity (an "Organization"), you represent that you have authority to bind that Organization, and "you" refers to both you individually and that Organization.

Important — please read. The Services are an information-exchange and introduction platform. They are NOT legal advice, medical advice, expert opinion services, a referral service, or a substitute for professional consultation. Kalivar does not provide, endorse, supervise, or warrant any opinion, evaluation, expert, attorney, or outcome obtained through the Services. These Terms contain important provisions limiting our liability and governing dispute resolution, including binding individual arbitration and a class-action waiver (Section 24). Please review them carefully.

1. Overview and definitions

Kalivar operates a technology platform that facilitates the anonymized, double-blind exchange of preliminary professional information between independent attorneys and independent medical experts ("Physicians"), and that facilitates de-anonymized introductions between attorneys and Physicians upon request.

For purposes of these Terms:

"Attorney User" means any licensed attorney who accesses the Services in a professional capacity, whether on an individual basis or as a member, employee, partner, or contractor of a law firm or other legal Organization.
"Physician User" or "Expert" means a licensed physician or other medical professional who has been onboarded to the Platform to receive case materials and provide preliminary professional opinions.
"Network" means an organized group of Physicians that participates on the Platform through a shared affiliation, governance structure, or coordinating entity.
"Subscriber" means an Organization or individual that holds a paid subscription to enterprise or licensed features of the Platform.
"User," "you," and "your" mean any person who accesses the Services, including Attorney Users, Physician Users, Subscribers, Organization administrators, Network coordinators, and Visitors.
"Visitor" means any person who accesses the public-facing portions of the Services without an account.
"Case Materials" means any case-related information, documents, summaries, questions, or other Content submitted by an Attorney User for evaluation through the Services.
"Opinion" means a preliminary, written professional response provided by a Physician User in response to Case Materials.
"Introduction" means a de-anonymized exchange of contact information between an Attorney User and a Physician User following payment of an Introduction Fee.
"Content" has the meaning given in Section 14.

2. Eligibility

You may use the Services only if:

(a) you are at least 18 years of age;

(b) you have the legal capacity to enter into a binding contract;

(c) you are not barred from using the Services under the laws of the United States, your jurisdiction of residence, or any other applicable jurisdiction;

(d) if you register as an Attorney User, you hold an active, unrestricted license to practice law in at least one U.S. jurisdiction and you are in good standing with the relevant bar authorities;

(e) if you register as a Physician User, you hold an active, unrestricted medical license (or equivalent professional credential) and you are in good standing with the relevant licensing authorities; and

(f) you have not previously been suspended or removed from the Services by Kalivar.

The Services are intended for use in the United States. We make no representation that the Services are appropriate or available for use in other locations. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.

The Services are not directed to, and may not be used by, children under the age of 18. We do not knowingly collect personal information from children under 13 in accordance with the Children's Online Privacy Protection Act (COPPA).

3. Account registration; security

To access most Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep that information updated. You are responsible for:

maintaining the confidentiality of your login credentials, including any password, magic-link, or passkey;
all activity that occurs under your account, whether or not authorized by you;
promptly notifying us at security@kalivar.com of any actual or suspected unauthorized use of your account; and
ensuring that any individuals you authorize to access your account or your Organization's account (including Organization administrators or seat-holders) comply with these Terms.

We may verify the information you provide and may suspend or terminate accounts that we determine, in our reasonable discretion, contain false, misleading, or unverifiable information.

4. Organizations, seats, and administrator authority

(a) Organization scope. Where the Services are accessed under an Organization (for example, a subscribing law firm or a Physician Network), the Organization is the contracting party with respect to that Organization-scoped use, and individual Users access the Services subject both to these Terms and to any internal policies of the Organization. The Organization is responsible for the acts and omissions of its Users.

(b) Administrator authority. Organization administrators may add, remove, suspend, or modify the permissions of Users; assign or reassign seats; access usage data attributable to the Organization; submit Case Materials on behalf of the Organization; manage payment instruments and billing; and accept these Terms on behalf of the Organization. By using the Services as part of an Organization, you authorize the Organization and its administrators to do so.

(c) Data attribution. Activity performed under an Organization's account, including Case Materials submitted, Opinions obtained, Introductions paid for, and fees incurred, is attributable to the Organization for billing, audit, and access-control purposes.

(d) Solo practitioners. Attorney Users who do not access the Services through a subscribing Organization access the Services on an individual basis and are personally responsible for fees and obligations under these Terms.

(e) Physicians and Networks. Physician Users participate on the Platform individually or through a Network. Physicians and Networks do not pay Platform fees as a condition of participation; compensation arrangements with Physicians are governed separately by their participation agreements with Kalivar.

5. The Platform — Kalivar's role

Kalivar is a technology platform operator. Our role is limited to:

providing and maintaining the technology infrastructure for the Platform;
facilitating the anonymized, double-blind exchange of Case Materials and Opinions between independent parties;
processing payments between Attorney Users (or their Organizations) and the Platform (including Opinion Fees) and collecting Platform fees;
facilitating Introductions between attorneys and experts upon request and payment of an Introduction Fee;
providing usage reporting, organization tools, and administrative tools to Subscribers; and
providing customer support related to the Platform itself.

6. What Kalivar does not do

Kalivar expressly does not:

provide legal advice, expert opinions, case evaluations, medical advice, or professional recommendations of any kind;
employ, contract, supervise, direct, or control any Physician User;
review, edit, approve, endorse, or influence the content of any Opinion;
guarantee, warrant, or represent the accuracy, completeness, reliability, suitability, or quality of any Opinion;
guarantee, warrant, or represent the qualifications, competence, credentials, or suitability of any Physician or attorney for any particular matter;
participate in, have responsibility for, or receive commissions, referral fees, or ongoing compensation from any engagement, retention, testimony, report, or other activity between an attorney and a Physician following an Introduction;
represent either attorneys or Physicians in any transaction, relationship, or proceeding; or
make any recommendation regarding whether an attorney should accept, reject, pursue, or decline any case.

The Services are not a lawyer-referral service, an expert-witness designation service, or a legal directory.

7. Independence of Physicians and attorneys

All Physician Users on the Platform:

are independent professionals who provide opinions based on their own professional judgment;
are not employees, agents, contractors, partners, or representatives of Kalivar;
are bound by these Terms and any Physician-specific participation terms, including confidentiality and conflict-of-interest disclosure requirements;
are solely responsible for the content, accuracy, and quality of their Opinions; and
receive Case Materials in anonymized form and are not informed of the identity of the attorney, the attorney's client, or which side of the litigation the attorney represents.

All Attorney Users on the Platform are independent licensed attorneys responsible for their own professional conduct, compliance with applicable rules of professional conduct, and any representation of clients. Kalivar does not represent, advise, or supervise any Attorney User.

Physician onboarding. Kalivar maintains an onboarding process for Physicians that includes verification of professional credentials (licensure, board certification, or equivalent professional qualifications) and acceptance of these Terms, including confidentiality and conflict-of-interest provisions. Kalivar does not independently audit or guarantee the qualifications of any Physician and does not represent that any Physician is suitable for any particular matter. Attorney Users remain solely responsible for verifying credentials before any formal retention (see Section 9).

8. Anonymization and case-material obligations

(a) Attorney anonymization obligation. Attorney Users must ensure that all Case Materials submitted through the Services are appropriately anonymized before submission, in accordance with the anonymization guidelines provided by Kalivar during onboarding and as updated from time to time. Without limitation, Attorney Users must not submit:

the names, initials, or other direct or indirect identifiers of any patient, defendant, plaintiff, witness, treating provider, or other individual involved in a matter;
dates of birth, social security numbers, government identification numbers, account numbers, or other unique identifiers;
the names of hospitals, clinics, medical practices, or specific facilities;
protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act ("HIPAA"), except to the extent any limited dataset has been properly de-identified in accordance with 45 C.F.R. § 164.514;
attorney-client privileged communications or attorney work product the Attorney User does not intend to share with an independent third party; or
any information whose disclosure would violate a protective order, court rule, or applicable law.

(b) Physician confidentiality obligation. Physician Users must treat all Case Materials as confidential and may use them solely for the purpose of preparing an Opinion through the Platform. Physician Users must not attempt to re-identify any party, must not contact any party outside the Platform, and must not disclose Case Materials to any third party except as expressly permitted by Kalivar.

(c) Kalivar role. Kalivar provides tools and guidelines to support anonymization but does not independently review, screen, audit, or guarantee that Case Materials are properly anonymized. The Attorney User is solely responsible for proper anonymization, and the Attorney User indemnifies Kalivar for any claim arising from improperly anonymized submissions (see Section 22).

(d) No PHI; no covered-entity relationship. Kalivar is not a HIPAA covered entity or business associate with respect to your use of the Services. The Services are not designed or authorized to receive PHI. Any inadvertent submission of PHI by an Attorney User does not create a business-associate relationship between Kalivar and the Attorney User or any third party.

9. Attorney responsibilities

In addition to the obligations elsewhere in these Terms, Attorney Users are responsible for:

exercising their own independent professional judgment in evaluating case merit; Opinions obtained through the Platform are preliminary, informal, and intended solely as one input in the attorney's own decision-making process;
conducting their own due diligence on any Physician prior to formal retention, including verification of credentials, qualifications, conflict checks, and suitability for the particular matter;
all aspects of the attorney-Physician relationship following any Introduction, including engagement terms, compensation, scope of work, work product, testimony, billing arrangements, and compliance with applicable rules of professional conduct, evidentiary rules, and court rules;
compliance with applicable rules of professional conduct regarding the use of third-party services and the maintenance of client confidences; and
determining whether the use of the Services is permissible in the particular jurisdiction and matter at issue.

10. Physician responsibilities

In addition to the obligations elsewhere in these Terms, Physician Users are responsible for:

providing Opinions based on their own professional judgment, based solely on the anonymized Case Materials provided;
disclosing any actual or potential conflict of interest before submitting an Opinion, and declining to provide an Opinion where a conflict cannot be resolved;
maintaining the confidentiality of all Case Materials;
complying with their own licensing, professional, and ethical obligations, including obligations relating to medical practice, peer review, and consulting;
not establishing a doctor-patient relationship with any party as a result of preparing an Opinion through the Platform;
ensuring that any post-Introduction engagement with an attorney is consistent with their professional obligations; and
accurately maintaining their professional credentials, licensure status, and disciplinary disclosures on the Platform.

11. No formation of professional relationships through the Services

(a) No attorney-client relationship. Information shared, requested, or received through the Services does not create an attorney-client relationship between any User and Kalivar, between any User and any Physician, or between any User and any other attorney. Communications through the Services may not be subject to the attorney-client privilege, attorney work-product protection, or any other evidentiary or professional privilege. You should take all necessary steps to ensure that confidential or privileged information is not improperly divulged.

(b) No physician-patient relationship. Opinions provided through the Services are not medical advice and do not establish a physician-patient relationship between any Physician and any party. Opinions are informational and intended for case-merit screening only; they are not a substitute for medical examination, diagnosis, or treatment.

(c) No referral or endorsement. Kalivar does not endorse, recommend, or vouch for any User. The presence of a User on the Platform is not a guarantee of quality, suitability, or fitness for any particular purpose. Users are responsible for performing their own due diligence.

12. Fees, subscriptions, and payment

(a) Fee structure. Kalivar charges fees in the following categories:

Opinion Fees. Charged to the Attorney User (or, if applicable, the Attorney User's Organization) for each Opinion obtained through the Platform. Opinion Fees are set by Kalivar and reflect the full cost of obtaining a preliminary professional Opinion through the Platform, including compensation to the independent Physician and Platform facilitation.
Introduction Fees. One-time fees charged for facilitating a de-anonymized Introduction between an Attorney User and a Physician User. Kalivar receives no commission, referral fee, or ongoing compensation from any engagement, retention, or business relationship between an attorney and a Physician following the Introduction.
Subscription / Licensing Fees. Recurring fees charged to subscribing Organizations and, where applicable, to individual Subscribers for access to enterprise tools, organizational features, increased usage allotments, and dedicated support.

(b) Billing entity. Fees are billed to the entity that is responsible for the relevant activity. Where an Attorney User accesses the Services through a subscribing Organization, fees attributable to that User's activity are billed to the Organization. Where an Attorney User accesses the Services on an individual basis, fees are billed to the User personally. Physician Users and Networks do not pay Platform fees as a condition of participation.

(c) Compensation of Physicians. Payment of any fee through the Platform does not create an employment, agency, or contractor relationship between Kalivar and any Physician. Physicians are independent professionals compensated for their participation on the Platform. The terms of Physician compensation are between Kalivar and the participating Physicians and are not disclosed to platform users.

(d) Payment authorization; processors. You authorize Kalivar and its third-party payment processors (including Stripe, Inc.) to charge your designated payment method for all fees incurred under your account or your Organization's account, together with any applicable taxes. You agree to keep a valid payment method on file. Failure to pay may result in suspension or termination of access to the Services.

(e) Invoicing terms. Where Kalivar agrees in writing to invoice an Organization on net payment terms, fees are payable in accordance with the terms of the invoice. Past-due amounts may bear interest at the lesser of 1.5% per month or the maximum amount permitted by law and may be referred to collections.

(f) Pricing changes. Kalivar may change its fees from time to time. Changes to recurring Subscription Fees will not take effect until the next renewal period after notice. Changes to Opinion Fees and Introduction Fees apply prospectively to transactions initiated after the change.

(g) Taxes. Fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and similar taxes, other than taxes based on Kalivar's net income.

(h) No refunds; cancellation. Except as expressly stated in these Terms or required by applicable law, all fees are non-refundable. You may cancel a recurring subscription at any time; cancellation will take effect at the end of the then-current billing period, and you will not be entitled to a refund of any fees paid for the current period. Opinion Fees and Introduction Fees are non-refundable once the corresponding service has been rendered (an Opinion delivered or an Introduction completed), regardless of whether the resulting Opinion or Introduction proves useful to your matter.

(i) Free trials. If we offer a free trial or promotional access, the trial will convert to a paid subscription at the rate disclosed at sign-up unless you cancel before the end of the trial period.

(j) Disputes; chargebacks. You agree to contact Kalivar at billing@kalivar.com before initiating any chargeback with your payment provider. We reserve the right to suspend any account associated with a chargeback we determine to be unsupported.

13. Term and termination

(a) Term. These Terms apply from the time you first access the Services until terminated as set forth below.

(b) Termination by you. You may terminate your account at any time by following the cancellation procedures in your account settings or by contacting support@kalivar.com. Outstanding fees through the effective date of termination remain due.

(c) Termination or suspension by us. We may suspend or terminate your access to the Services, or your account, at any time and for any reason, including (without limitation) if we reasonably believe you have violated these Terms, applicable law, or our internal policies; if your continued access poses a security, legal, reputational, or operational risk; or if your account has been inactive for an extended period. Where reasonably practicable and not legally prohibited, we will provide notice before terminating access.

(d) Effect of termination. Upon termination, your right to access and use the Services ends. We may delete or de-identify Content associated with terminated accounts in accordance with our Privacy Policy and our data-retention policies, subject to any retention required by law.

(e) Survival. Sections 1, 6, 8(c), 8(d), 11, 12, 14, 15, 17, 19, 20, 21, 22, 23, 24, 25, 26, and 28–32 survive termination, together with any other provision that by its nature should survive.

14. Content

(a) User Content. "Content" means any information, text, data, files, Case Materials, Opinions, comments, feedback, and other materials that you submit, upload, post, transmit, or otherwise make available through the Services.

(b) Ownership. You retain ownership of, and full responsibility for, your Content. We do not claim any ownership interest in your Content.

(c) License to Kalivar. You grant Kalivar a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to host, store, reproduce, transmit, display, modify (for formatting, anonymization-assist, transmission, and security purposes), and otherwise use your Content solely as reasonably necessary to operate, secure, maintain, and improve the Services and to comply with applicable law and legal process.

(d) Aggregated and de-identified data. You agree that Kalivar may generate aggregated, statistical, or de-identified data derived from Content and Service usage and may use such data for any lawful business purpose, including product improvement, benchmarking, and reporting, provided that such data does not identify you, any User, or any third party.

(e) Your representations. You represent and warrant that:

you have all rights and authority necessary to submit your Content and to grant the licenses set forth above;
your Content does not violate these Terms, applicable law, or the rights of any third party (including intellectual-property rights, privacy rights, and confidentiality obligations); and
with respect to Case Materials, you have properly anonymized the Content as required by Section 8.

(f) No screening. Kalivar does not pre-screen Content. We may, but are not obligated to, review, edit, refuse, or remove Content that we believe, in our sole discretion, violates these Terms or is otherwise objectionable.

15. Acceptable use; prohibited conduct

You agree not to, and not to permit any third party to:

use the Services for any purpose that is unlawful, fraudulent, deceptive, harassing, threatening, defamatory, obscene, or otherwise objectionable;
submit Case Materials that are not properly anonymized, that contain PHI, or that you do not have the right to submit;
attempt to re-identify, deanonymize, contact, or solicit any party identified or referenced in Case Materials outside the Introduction process;
impersonate any person or entity, misrepresent your professional credentials, or misrepresent your affiliation with any person or entity;
use the Services to provide legal advice to, or form an attorney-client relationship with, any other User of the Services;
circumvent the Introduction process or solicit Physicians or attorneys met through the Platform for off-Platform engagements designed to evade Introduction Fees during the Introduction-protection period set forth in any applicable participation agreement;
copy, modify, distribute, sell, sublicense, or create derivative works of the Services or any Kalivar-provided Content, except as expressly authorized by Kalivar in writing;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Services, except to the extent applicable law expressly prohibits this restriction;
use any automated means (including bots, scrapers, or crawlers) to access, monitor, or copy any portion of the Services without our prior written consent;
introduce viruses, worms, malware, time bombs, or other harmful code; interfere with or disrupt the Services or any servers, networks, or systems connected to the Services; or attempt to gain unauthorized access to any portion of the Services or any related systems;
conduct any benchmarking, load testing, or competitive analysis of the Services without our prior written consent;
use the Services in any way that violates applicable rules of professional conduct, court rules, evidentiary rules, or licensing obligations; or
assist or encourage any third party in any of the foregoing.

We may investigate suspected violations and cooperate with law-enforcement authorities to enforce these Terms and applicable law.

16. Feedback

If you submit suggestions, ideas, or other feedback about the Services, you grant Kalivar a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Services, without restriction or compensation to you.

17. Intellectual property

(a) Kalivar IP. The Services, including the underlying software, design, text, graphics, logos, trademarks, service marks, trade names, and all other content provided by Kalivar (the "Kalivar IP"), are owned by Kalivar or its licensors and are protected by intellectual-property and other laws. Except for the limited license expressly granted to you under these Terms, no rights in the Kalivar IP are granted or transferred to you.

(b) Limited license to use the Services. Subject to your compliance with these Terms, Kalivar grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your own professional or business use within the scope contemplated by these Terms.

(c) Trademarks. "Kalivar" and the Kalivar logo are trademarks of Kalivar. You may not use any Kalivar trademark without our prior written consent.

18. Third-party services and links

The Services may contain links to, or interoperate with, third-party websites, services, or content that are not owned or controlled by Kalivar (including payment processors, email-delivery providers, identity providers, and analytics providers). We do not control, endorse, or assume responsibility for any third-party content or services. Your interactions with any third party are solely between you and that third party and are governed by the applicable third-party terms and policies. We are not responsible for any loss or damage arising from your use of, or reliance on, third-party services.

19. Confidentiality of Platform information

You agree to treat as confidential any non-public information you receive through the Services about Kalivar, the Platform, other Users, Case Materials, Opinions, fee terms, and business operations ("Platform Confidential Information"). You may not disclose Platform Confidential Information to any third party except as required by law or with the consent of the disclosing party, and you must use no less than reasonable care to protect it. These obligations are in addition to, and not in derogation of, any confidentiality obligations imposed by your professional licensing authorities.

20. DMCA / copyright complaints

If you believe that any Content on the Services infringes your copyright, please send a notice to our designated agent:

DMCA Agent — Kalivar Email: dmca@kalivar.com

Your notice should include the information required by 17 U.S.C. § 512(c)(3), including: (i) a physical or electronic signature of the copyright owner or authorized agent; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the infringing material and its location on the Services; (iv) your contact information; (v) a statement of good-faith belief that the use is not authorized; and (vi) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on the owner's behalf.

We will respond to valid notices in accordance with the Digital Millennium Copyright Act, including by removing or disabling access to allegedly infringing Content and notifying the affected User. We may terminate the accounts of Users we determine to be repeat infringers.

21. Disclaimers

THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, INFORMATION, OPINIONS, AND OTHER MATERIALS MADE AVAILABLE THROUGH THE SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KALIVAR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

WITHOUT LIMITING THE FOREGOING, KALIVAR DOES NOT WARRANT OR REPRESENT:

THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR USEFULNESS OF ANY OPINION, CASE EVALUATION, OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES;
THE QUALIFICATIONS, CREDENTIALS, COMPETENCE, OR SUITABILITY OF ANY PHYSICIAN OR ATTORNEY FOR ANY PARTICULAR MATTER;
THAT ANY INTRODUCTION OR OPINION WILL PRODUCE A PARTICULAR OUTCOME, RESULT IN A FORMAL RETENTION, OR PROVE USEFUL TO YOUR MATTER; OR
THE CONDUCT OF ANY USER ON OR OFF THE PLATFORM.

THE INFORMATION AVAILABLE THROUGH THE SERVICES IS INTENDED FOR GENERAL INFORMATIONAL AND CASE-SCREENING PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR INDEPENDENT LEGAL ADVICE, MEDICAL EXAMINATION, OR PROFESSIONAL CONSULTATION. YOU SHOULD INDEPENDENTLY VERIFY THE CREDENTIALS AND QUALIFICATIONS OF ANY PROFESSIONAL BEFORE FORMAL RETENTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH EXCLUSIONS ARE NOT PERMITTED, THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

22. Indemnification

You agree to defend, indemnify, and hold harmless Kalivar and its affiliates, and their respective officers, directors, employees, agents, suppliers, and licensors, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) your Content, including any Case Materials that were not properly anonymized or that included PHI;

(b) your access to or use of the Services in violation of these Terms or applicable law;

(d) your engagement, retention, or other interaction with any User following an Introduction;

(e) your infringement, misappropriation, or violation of any third-party right (including intellectual-property, privacy, or publicity rights); and

(f) any claim by a third party (including a client, patient, party, or regulator) arising from any Opinion you obtained or provided through the Services.

We may, at our option and at your expense, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

23. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT SHALL KALIVAR OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT KALIVAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO:

the outcome of any legal matter, case evaluation, or settlement;
your access to or use of, or inability to access or use, the Services;
any Opinion, Content, conduct, or omission of any other User (including any Physician or attorney) on or off the Platform;
any Introduction or any post-Introduction engagement between Users;
improperly anonymized Case Materials or disclosure of confidential or privileged information;
any unauthorized access to or alteration of your transmissions or Content; or
any third-party services, content, or websites linked to or interoperating with the Services.

(b) KALIVAR'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT YOU OR YOUR ORGANIZATION ACTUALLY PAID TO KALIVAR FOR THE SERVICES TO WHICH THE CLAIM RELATES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION APPLIES IN THE AGGREGATE AND NOT PER CLAIM, AND APPLIES TO ALL SERVICES, INCLUDING SUBSCRIPTION SERVICES, OPINION-FEE SERVICES, AND INTRODUCTION SERVICES.

(c) The limitations in this Section 23 apply notwithstanding the failure of essential purpose of any limited remedy and are an essential basis of the bargain between you and Kalivar. Some jurisdictions do not allow the limitation or exclusion of certain damages. To the extent such limitations are not permitted, Kalivar's liability is limited to the maximum extent permitted by applicable law.

24. Dispute resolution; binding arbitration; class-action waiver

Please read this Section 24 carefully. It affects your legal rights, including your right to file a lawsuit in court and to participate in a class action.

(a) Informal resolution. Before initiating any formal dispute, you agree to first contact Kalivar at legal@kalivar.com and to make a good-faith effort to resolve the dispute informally for at least sixty (60) days.

(b) Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes. The arbitration shall be conducted in the English language. The seat of the arbitration shall be Queens, New York, except that you may elect to participate by telephone or video, and any in-person hearing involving an individual consumer shall be held in the U.S. county where you reside or another mutually agreed location.

(c) Class-action waiver. You and Kalivar each agree that any Dispute shall be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, representative, or private-attorney-general proceeding. The arbitrator may not consolidate the claims of more than one individual and may not preside over any form of representative or class proceeding. If this class-action waiver is held to be unenforceable as to any claim, that claim shall be severed from the arbitration and brought in the courts identified in Section 25; the remaining claims shall proceed in arbitration.

(d) Jury-trial waiver. To the maximum extent permitted by law, you and Kalivar each knowingly and voluntarily waive any right to a trial by jury in any proceeding arising out of or relating to these Terms or the Services.

(e) Carve-outs. Notwithstanding the foregoing, either party may (i) bring an individual action in small-claims court for Disputes within that court's jurisdiction; (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual-property rights; and (iii) pursue enforcement actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property.

(f) Opt-out. You may opt out of the agreement to arbitrate in this Section 24 by sending written notice to legal@kalivar.com within thirty (30) days of first accepting these Terms. The notice must include your full name, account email, mailing address, and a clear statement that you are opting out of arbitration. If you opt out, neither you nor Kalivar will be required to arbitrate Disputes; you remain bound by all other provisions of these Terms, including Section 25.

(g) Survival. This Section 24 survives termination of these Terms.

25. Governing law and venue

These Terms and any Dispute (whether or not subject to arbitration under Section 24) are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Subject to Section 24, the state and federal courts located in Queens, New York, have exclusive jurisdiction over any action arising out of or relating to these Terms, and you and Kalivar each consent to the personal jurisdiction and venue of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

26. Modifications to the Services and these Terms

(a) Service changes. We may modify, suspend, or discontinue any portion of the Services at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

(b) Updates to these Terms. We may update these Terms from time to time. If we make a material change, we will provide reasonable advance notice (at least thirty (30) days where practicable) by email, in-product notification, or by posting the updated Terms on the Services with an updated effective date. What constitutes a "material" change will be determined in our reasonable discretion. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Services.

27. Notices and electronic communications

(a) Notices to you. We may provide notices to you by email to the address associated with your account, by posting on the Services, or by other reasonable means. Notices are deemed given when sent (for email) or when posted (for in-product notices).

(b) Notices to Kalivar. Notices to Kalivar must be sent to legal@kalivar.com or to Kalivar, Attn: Legal, 27-28 Thomson Avenue, Unit 125m Long Island City, NY 11101, with a copy by email.

(c) Consent to electronic communications. You consent to receive communications from Kalivar in electronic form. Electronic communications satisfy any legal requirement that such communications be in writing.

28. Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section is void. We may freely assign these Terms and any rights or obligations under them, in whole or in part, to any affiliate or in connection with any merger, acquisition, reorganization, or sale of assets.

29. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, or failures of third-party services.

30. Relationship of the parties

Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between you and Kalivar. Neither party has authority to bind the other or to incur any obligation on the other's behalf.

31. No third-party beneficiaries

These Terms do not create, and are not intended to create, any third-party beneficiary rights, except that each Kalivar affiliate is an intended third-party beneficiary of Sections 21, 22, 23, and 24.

32. Miscellaneous

(a) Entire agreement. These Terms, together with the Privacy Policy and any subscription order form, master services agreement, Physician participation agreement, or other written agreement between you and Kalivar that expressly references these Terms, constitute the entire agreement between you and Kalivar regarding the Services and supersede all prior or contemporaneous understandings.

(b) Order of precedence. In the event of a conflict between these Terms and a separately signed written agreement between you (or your Organization) and Kalivar, the separately signed written agreement controls with respect to the subject matter of that agreement.

(c) Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

(d) No waiver. No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right.

(e) Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

(f) Interpretation. The words "include," "includes," and "including" are deemed to be followed by "without limitation."

(g) Export. You agree not to export, re-export, or transfer the Services in violation of any applicable U.S. or foreign export controls or sanctions laws.

(h) U.S. Government end-users. The Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.211 and 12.212. Use by or on behalf of the U.S. Government is subject only to these Terms.

33. Contact us

If you have any questions about these Terms, please contact us: