User Agreement

This User Agreement (the “Agreement”) is between you, the user of the KrispX platform (the “User”), and Krisp Inc., a Delaware corporation (“KrispX” or “Company”). This Agreement governs your use of the KrispX platform, located at www.krispx.com (the “Platform”), and all related services, including but not limited to the ability to buy and sell cars, access car valuations, and obtain vehicle history reports (collectively, the “Services”). By accessing or using the Platform or the Services, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not access or use the Platform or the Services.

User is granted a limited, non-exclusive, non-transferable license to access and use the Platform and the Services, subject to the terms of this Agreement.

To use the Services, User must create an account on the Platform (“User Account”). User is responsible for maintaining the confidentiality of User Account login information and for all activities that occur under User Account. User agrees to immediately notify KrispX of any unauthorized use of User Account.

User represents and warrants that:

User agrees not to:

The Platform may contain information, software, text, graphics, videos, music, sound, photographs, and other material provided by KrispX, its licensors, or other third parties (collectively, “Content”). User agrees to use the Content only for User’s personal, non-commercial purposes. User agrees not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content, information, software, or products obtained from the Platform.

The Platform may contain information, software, text, graphics, videos, music, sound, photographs, and other material provided by KrispX, its licensors, or other third parties (collectively, “Content”). User agrees to use the Content only for User’s personal, non-commercial purposes. User agrees not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content, information, software, or products obtained from the Platform.

The Platform and all Content are protected by intellectual property laws, including but not limited to United States copyright and trademark laws. User agrees not to use any Content, except as specifically permitted by this Agreement. User agrees not to use any Content in a manner that would infringe on the intellectual property rights of KrispX or any third party.

KRISPX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PLATFORM OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE CONTENT, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE PLATFORM OR THE SERVICES, OR THE VAILABILITY, PERFORMANCE, OR OPERATION OF THE PLATFORM OR THE SERVICES. THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. KRISPX DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

UNDER NO CIRCUMSTANCES WILL KRISPX BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM OR THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF KRISPX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

User agrees to indemnify, defend, and hold harmless KrispX, its affiliates, licensors, and each of their respective officers, directors, agents, employees, successors, assigns, content providers, and other partners from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from User’s use of the Platform or the Services or User’s breach of this Agreement.

KrispX may, in its sole discretion, at any time terminate or suspend all or a portion of the Platform or the Services, or User’s use of all or a portion of the Platform or the Services, with or without notice and with or without cause.

This Agreement will be governed by and construed in accordance with the laws of the state of New York, without giving effect to its conflict of laws provisions. The exclusive jurisdiction and venue for any claim arising out of or relating to this Agreement will be the state and federal courts located in New York, and User consents to the jurisdiction of such courts.

This Agreement constitutes the entire agreement between User and KrispX with respect to the use of the Platform and the Services and supersedes all prior or contemporaneous communications, whether electronic, oral, or written, between User and KrispX with respect to the Platform and the Services. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. KrispX’s failure to act with respect to a breach by User or others does not waive KrispX’s right to act with respect to subsequent or similar breaches.

KrispX may modify this Agreement at any time and without prior notice. The modified Agreement will be effective immediately upon posting on the Platform. User’s continued use of the Platform or the Services following the posting of the modified Agreement constitutes User’s acceptance of the modified Agreement.

KrispX partners with Stripe to facilitate payments and identity verification, Black Book (https://www.blackbook.com) to provide car valuations, and AutoCheck (https://www.autocheck.com/vehiclehistory) to provide vehicle history reports. User acknowledges and agrees to be bound by the terms and conditions of these partners as well as any other terms and conditions that may apply to the use of their services. User is responsible for reviewing the terms and conditions of these partners prior to using the Platform and the Services.

User may not assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of KrispX. KrispX may assign this Agreement, or any of its rights or obligations hereunder, to any third party without User’s prior written consent.

User may not assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of KrispX. KrispX may assign this Agreement, or any of its rights or obligations hereunder, to any third party without User’s prior written consent.

KrispX will not be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure is due to any cause beyond its reasonable control, including but not limited to acts of God, war, strikes, lockouts, riots, acts of terrorism, and governmental regulations.

This Agreement constitutes the entire agreement between User and KrispX and supersedes all prior understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating to the subject matter of this Agreement.

No waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

This Agreement constitutes tIf any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.he entire agreement between User and KrispX and supersedes all prior understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating to the subject matter of this Agreement.

This Agreement may be amended by KrispX at any time and without notice, and User agrees to be bound by any such amendments. The latest version of this Agreement will be posted on the Platform, and User should periodically review this Agreement to stay informed of any changes.

If User has any questions regarding this Agreement, User may contact KrispX at support@krispx.com.

This Agreement may be amended by KrispX at any time and without notice, and User agrees to be bound by any such amendments. The latest version of this Agreement will be posted on the Platform, and User should periodically review this Agreement to stay informed of any changes.
THIS AGREEMENT REPRESENTS THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR DISCUSSIONS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.