Terms of Service

Effective 31 August 2026

These Terms of Service (“Terms”) are a binding agreement between you and Nightcloud Interactive LLC, a South Carolina limited liability company (“Nightcloud,” “we,” “us,” or “our”), concerning your access to and use of KinkzAI.

Please read these Terms carefully. Section 20 contains a binding arbitration agreement and class-action waiver that affect your legal rights.

1. Acceptance of These Terms

KinkzAI includes our websites, browser-based services, desktop software, AI-character experiences, voice features, accounts, subscription services, and related features and content that we make available (collectively, the “Service”).

By creating an account, checking a box indicating your acceptance, downloading or installing the KinkzAI desktop application, or otherwise accessing or using the Service after being presented with these Terms, you agree to these Terms.

Your use of the Service is also subject to our Content and Acceptable Use Policy and Billing, Cancellation, and Refund Policy. Our Privacy Policy explains how we collect, use, and disclose information about you. Our AI Companion Safety Protocol describes certain safety measures associated with the Service.

If you do not agree to these Terms, you must not access or use the Service.

2. Adults Only; Age Verification

2.1 Adults only

The Service is intended exclusively for adults who are at least 18 years old. The Service contains or may facilitate sexually explicit, erotic, and other adult-oriented content.

You must not access or use the Service if you are under 18 or if the age of majority or other minimum legal age required to access adult-oriented material where you are located is greater than 18 and you have not reached that age.

By accessing or using the Service, you represent that:

• you are at least 18 years old and have reached the age of majority and any other minimum legal age required to access the Service where you are located;
• you have the legal capacity to enter into these Terms;
• you may lawfully access adult-oriented material where you are located; and
• your access to and use of the Service does not violate applicable law.

2.2 Age verification

Access to the hosted portion of the Service requires successful age verification. We use a third-party age-verification provider to perform that verification.

We may require age verification before permitting you to create or use an account, access hosted features, download or use the Desktop App, or access other portions of the Service. The method and level of age verification may differ based on your location or other circumstances.

You must complete any required age-verification process truthfully and must not attempt to bypass, defeat, manipulate, or interfere with any age-verification or age-assurance measure.

We do not receive copies of identification documents submitted to our age-verification provider. Our Privacy Policy describes the information we receive in connection with age verification.

We may require reverification and may deny, suspend, or terminate access if we cannot verify your eligibility or reasonably believe that you have circumvented an age-verification requirement.

3. What KinkzAI Is

KinkzAI is an adult AI companion and roleplay service. The Service allows users to interact with fictional AI characters through text and, where available, voice features. Characters may have simulated personalities, moods, memories, schedules, activities, affinity levels, and other characteristics intended to create an interactive fictional experience.

The Service currently operates through two principal modes:

3.1 Hosted Service

The browser-based and other hosted features (“Hosted Service”) use computing resources operated or arranged by us.

When you interact with a character through the Hosted Service, your message and relevant conversation context pass through our servers in memory so that a prompt can be assembled and transmitted to computing infrastructure used to generate a response.

Nightcloud does not write or store the text of Hosted Service conversations as part of its ordinary operation of the Service. Conversation content is processed in memory for the applicable request and may remain in your browser during your session, but Nightcloud does not maintain a server-side conversation history as part of its ordinary operation of the Service. Nightcloud’s ordinary Service logging is not designed to maintain a record of Hosted Content.

This does not apply to content that you separately choose to provide to Nightcloud outside a Hosted Service conversation, such as in a support request, report, or legal communication, or to information that Nightcloud is required by law or legal process to preserve after it comes into Nightcloud’s possession.

3.2 Desktop App

The KinkzAI desktop application (“Desktop App”) provides features that operate on your own computer.

Depending on the feature and configuration, the Desktop App may allow you to create or import characters, maintain local character files and conversations, use an AI model installed separately on your computer, use voice features, and operate without an Internet connection.

Content stored through local Desktop App functionality remains on your device unless you independently choose to transmit or share it outside KinkzAI.

3.3 No image generation

KinkzAI does not generate or alter images for users.

Character artwork supplied by KinkzAI consists of fixed artwork prepared in advance. KinkzAI characters and KinkzAI-supplied artwork are fictional and are not intended to depict any identifiable real person.

3.4 Voice features

Certain portions of the Service may permit voice input or provide voice output. By activating a voice-input feature, you request and consent to Nightcloud and its service providers processing your voice input as necessary to provide that feature. Use of voice features may require processing audio or text associated with the applicable interaction. Our Privacy Policy describes the processing associated with voice features.

3.5 Features may differ

Features, AI models, message limits, context limits, voice functionality, hardware requirements, and other functionality may differ between the Hosted Service, Desktop App, subscription plans, locations, and software versions.

A feature described as “future,” “planned,” “coming soon,” or similar language is not a promise that the feature will be released or released by any particular date.

4. AI Characters and Outputs

4.1 You are interacting with artificial intelligence

KinkzAI characters are artificial intelligence. They are not human beings.

A character’s statements, emotions, preferences, affection, memories, opinions, reactions, relationships, and other apparent characteristics are simulated as part of an interactive fictional experience. A character is not conscious or sentient and does not have actual feelings, intentions, needs, rights, or relationships with you.

You must not interpret a character’s statements or behavior as representations by a real person or by Nightcloud.

4.2 AI output is unpredictable

Artificial-intelligence systems generate probabilistic output. A character may produce content that is inaccurate, inconsistent, offensive, unexpected, repetitive, inappropriate, or contrary to its intended personality or instructions.

We do not guarantee the accuracy, completeness, reliability, appropriateness, availability, or consistency of any AI-generated response.

AI-generated output may not be unique, and the same or similar output may be generated for other users. We do not represent that any AI-generated output is eligible for copyright or other intellectual-property protection.

4.3 Entertainment only

The Service is intended for entertainment and fictional roleplay. It is not designed or intended to provide medical, mental-health, psychological, legal, financial, emergency, or other professional advice or services.

You must not rely on an AI character for professional advice, diagnosis, treatment, crisis intervention, emergency assistance, or decisions that could materially affect your health, safety, finances, legal rights, or wellbeing.

4.4 Emergencies and crises

KinkzAI is not an emergency service and is not a substitute for professional care or emergency assistance.

The Hosted Service uses automated safety measures designed to identify certain expressions of suicidal ideation, suicide, serious self-harm, dangerous eating-disorder behavior, and related crisis situations and to provide or direct users to crisis-resource information. Those measures are limited, may not identify every crisis or interpret every statement correctly, and do not guarantee that a crisis will be detected. KinkzAI does not automatically contact emergency services or summon assistance merely because an automated safety measure is triggered. If Nightcloud separately receives information through a complaint, support request, safety report, legal communication, or other direct communication indicating an imminent risk to a person’s life or safety, Nightcloud may contact emergency services or law enforcement where permitted by applicable law.

If you believe that you or another person is in immediate danger, contact the emergency services available where you are located.

In the United States, you may call or text 988 to reach the Suicide & Crisis Lifeline or call 911 for an emergency.

Additional information appears in our AI Companion Safety Protocol.

4.5 AI transparency measures

KinkzAI provides notices designed to make clear that users are interacting with artificial intelligence, as described in our AI Companion Safety Protocol. The Service may also include metadata, technical markings, or other measures designed to identify KinkzAI characters, interactions, or content as generated or produced using artificial intelligence.

You must not knowingly remove, alter, obscure, circumvent, or interfere with an AI disclosure, machine-readable marking, metadata, or other AI-transparency measure applied by or through the Service.

Nothing in this section limits any additional disclosure, marking, or transparency measure that we may implement to comply with applicable law.

5. Accounts

Certain portions of the Service require an account.

Your account is personal to you and nontransferable. You must not sell, assign, or transfer your account.

You must:

• provide accurate information when creating or maintaining your account;
• maintain the confidentiality of your login credentials;
• not permit another person to use your account;
• promptly notify us at admin@kinkzai.com if you know or suspect that your account has been accessed without authorization; and
• remain responsible for activity occurring through your account to the extent permitted by applicable law.

You must not create an account using another person’s identity or age-verification information.

We may require you to verify information associated with your account before providing account support or making material account changes.

6. Your Content

6.1 Local Content

The Desktop App may allow you to create or import character files, character descriptions, images, audio files, settings, conversations, AI models, or other materials stored on your computer (“Local Content”).

We do not claim ownership of Local Content merely because you use it with the Desktop App.

Local Content that remains on your device is not uploaded to, hosted by, or available through KinkzAI unless a particular feature expressly tells you otherwise.

6.2 Hosted Content

Text, voice input, and other content that you submit through the Hosted Service are referred to in these Terms as “Hosted Content.”

Hosted Content and AI-generated responses are processed transiently to provide the Service. Nightcloud does not maintain a server-side conversation archive as part of its ordinary operation of the Service. Nightcloud’s ordinary Service logging is not designed to maintain a record of Hosted Content.

You grant Nightcloud and its service providers a limited, nonexclusive, worldwide, royalty-free license to use, reproduce, process, and transmit Hosted Content solely as necessary to provide, operate, maintain, secure, and support the Hosted Service and to comply with applicable law.

This license lasts only as long as reasonably necessary for those purposes, except to the extent continued processing or preservation is required by applicable law or legal process or you separately submit the same content to Nightcloud for another purpose, such as a support request or report.

We may process non-content technical information, such as request timing, errors, and prompt length, as described in our Privacy Policy.

6.3 Your responsibility

You are responsible for content that you create, submit, import, possess, distribute, or use in connection with the Service.

You represent that you have the rights and permissions necessary to use your content and that your content and use of it comply with these Terms, our Content and Acceptable Use Policy, and applicable law.

The fact that Local Content is stored only on your device does not authorize conduct that violates these Terms or applicable law.

6.4 No KinkzAI sharing platform

KinkzAI does not currently provide a public gallery, marketplace, social network, or user-to-user content-sharing service.

If you distribute character files or other materials outside KinkzAI, you do so independently and are responsible for that distribution.

7. Subscriptions, Billing, and Cancellation

7.1 Free access

We may offer a free tier or limited free access.

Free access does not require payment information and does not automatically convert into a paid subscription.

We may change or discontinue free access or change its limits at any time.

7.2 Paid subscriptions

Certain Hosted Service features and access to the Desktop App may require a paid subscription.

The available plans, prices, billing periods, message limits, features, and other material terms are displayed before purchase.

Unless stated otherwise at checkout, paid subscriptions are billed monthly.

7.3 Automatic renewal

A paid subscription automatically renews for successive monthly periods until canceled.

By purchasing a subscription, you authorize our payment processor to charge the applicable subscription price and any applicable taxes or other amounts disclosed at checkout to your selected payment method at each renewal until you cancel.

The checkout process will disclose the price, billing period, recurring nature of the subscription, and total amount to be charged before you complete the purchase as required by applicable law.

7.4 Cancellation

You may cancel your subscription at any time.

If you subscribed online, you may cancel online through your account or through the online cancellation method provided by the applicable payment processor. We will make cancellation instructions reasonably accessible through the Service or your account.

Cancellation prevents future renewals. Unless applicable law requires otherwise, cancellation does not immediately terminate access that you have already paid for. Paid access continues through the end of the then-current billing period.

7.5 Refunds and statutory withdrawal rights

You may request a refund by emailing admin@kinkzai.com within seven days after the applicable charge.

We review refund requests on a case-by-case basis. Submitting a request does not guarantee that a refund will be approved except where applicable law requires a refund.

Approved refunds will be returned to the original payment method.

Our payment processor may separately issue or require a refund or transaction reversal under its rules, card-network requirements, or applicable law.

If applicable law gives you a mandatory cancellation, cooling-off, withdrawal, refund, or similar consumer right that is more favorable than this section, that right applies.

Where applicable law permits a statutory withdrawal right to be affected by your request for immediate delivery or performance of digital content or services, we may ask you at checkout to expressly request immediate performance and provide any acknowledgment or consent required by applicable law.

7.6 Desktop App

A subscription plan may include the ability to download the Desktop App. The Desktop App is licensed, not sold.

Cancellation or expiration of a subscription terminates the subscription benefits associated with that plan at the end of the paid period. The extent to which a previously downloaded version of the Desktop App can continue operating locally after a subscription ends may depend on that version’s functionality and any terms disclosed when it was made available.

7.7 Failed payments

If a payment fails, we or our payment processor may retry the payment as permitted by applicable law and the processor’s rules.

We may restrict paid features until payment is successfully completed.

7.8 Price changes

We may change subscription prices prospectively.

If a price change affects an automatically renewing subscription, we will provide any notice required by applicable law before the new price takes effect.

If you do not agree to the new price, you may cancel before the applicable renewal.

7.9 Payment processor

Payments are processed by a third-party payment processor. We do not store your complete payment-card information.

Your transaction may also be subject to terms and privacy practices imposed by the payment processor.

Additional billing terms appear in our Billing, Cancellation, and Refund Policy.

If this Section 7 conflicts with our Billing, Cancellation, and Refund Policy concerning a billing, cancellation, refund, subscription, or payment matter, the Billing, Cancellation, and Refund Policy controls.

7.10 Payment disputes and chargebacks

If you believe that a charge is unauthorized or incorrect, please contact us promptly at admin@kinkzai.com so that we can investigate.

You must not knowingly submit a false or fraudulent chargeback, payment dispute, or claim of unauthorized use.

We may suspend or terminate an account associated with a fraudulent or abusive payment dispute and may recover amounts lawfully due to us, including payment-processor fees resulting from the dispute, to the extent permitted by applicable law.

Nothing in this section limits any right you have under applicable law or applicable card-network rules to dispute a charge.

8. Desktop App License

Subject to your compliance with these Terms, Nightcloud hereby grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to install and use the Desktop App for your personal, noncommercial use.

Except to the extent applicable law prohibits the restriction, you must not:

• sell, rent, lease, sublicense, distribute, or commercially exploit the Desktop App;
• copy the Desktop App except for copies reasonably necessary for permitted installation or backup;
• reverse engineer, decompile, disassemble, or attempt to derive source code from the Desktop App;
• remove or alter copyright, trademark, attribution, AI-transparency, or other proprietary notices or markings;
• circumvent or interfere with technical restrictions, authentication systems, age-verification systems, subscription controls, safety measures, AI-transparency measures, geographic restrictions, or access controls;
• use the Desktop App to develop or assist in developing a competing product through unauthorized extraction or copying of our software, interfaces, assets, or proprietary materials; or
• use the Desktop App in violation of applicable law.

Nightcloud and its licensors retain all rights in the Desktop App not expressly granted in these Terms.

9. User-Supplied AI Models and Other Third-Party Components

The Desktop App may allow you to use an AI model that you obtain independently.

Unless expressly stated otherwise, Nightcloud does not supply, distribute, license, sell, or control a user-supplied AI model merely because the Desktop App is technically capable of interacting with it.

You are responsible for:

• obtaining any model or other third-party component lawfully;
• complying with the license applicable to that model or component;
• determining whether your computer satisfies its technical requirements;
• the content generated by that model; and
• risks associated with installing or running third-party files or software.

Compatibility with the Desktop App does not constitute our endorsement, warranty, certification, or approval of a third-party model.

The Service itself may incorporate open-source software, AI models, libraries, or other third-party technology. Applicable third-party license terms remain effective according to their terms.

10. Content and Conduct Rules

You must comply with our Content and Acceptable Use Policy.

Without limiting that policy, you must not use the Service to create, solicit, facilitate, possess, or distribute unlawful or prohibited content or engage in prohibited conduct, including conduct involving:

• the sexualization or sexual exploitation of a person under 18, including fictional, illustrated, or AI-generated depictions of minors in sexual contexts;
• child sexual abuse material or other unlawful sexual material;
• a real or identifiable person’s likeness in sexual or intimate content without that person’s valid consent;
• nonconsensual intimate imagery or sexual deepfakes;
• sexual activity involving force, coercion, incapacity, or other prohibited nonconsent;
• incest, bestiality, sexual violence, snuff, or other sexual content prohibited by the Content and Acceptable Use Policy;
• prostitution or other unlawful commercial sexual activity;
• instructions or assistance intended to facilitate illegal activity;
• malicious impersonation, fraud, harassment, threats, hate-based abuse, or real-world harm;
• professional advice or representations prohibited by the Content and Acceptable Use Policy; or
• any other content or conduct prohibited by the Content and Acceptable Use Policy or applicable law.

You also must not:

• attempt to override, disable, evade, remove, alter, or defeat our content restrictions, safety controls, age restrictions, AI-transparency measures, geographic restrictions, or other protective measures;
• probe, scan, or test the vulnerability of the Service without our written authorization;
• introduce malicious code or interfere with the operation or security of the Service;
• access another person’s account without authorization;
• scrape, harvest, or systematically extract data or content from the Service except as expressly permitted by us;
• use bots or automated systems to access the Hosted Service in a manner that exceeds or circumvents normal human use, plan limits, or technical restrictions;
• use the Service to infringe another person’s intellectual-property, privacy, publicity, or other rights; or
• use KinkzAI or KinkzAI-provided characters, artwork, or other proprietary materials for commercial purposes without our written permission.

We may investigate suspected violations using information lawfully available to us.

Nothing in these Terms requires us to monitor Local Content that remains solely on your device.

11. Reports of Illegal or Harmful Activity

You may report suspected illegal or harmful activity relating to KinkzAI to admin@kinkzai.com.

If we obtain actual knowledge of apparent child sexual abuse material or other conduct that applicable law requires us to report, we will make required reports and comply with applicable preservation obligations.

Suspected child sexual exploitation in the United States may also be reported directly to the National Center for Missing & Exploited Children’s CyberTipline.

The fact that the Desktop App can operate locally does not mean that unlawful activity is permitted or exempt from applicable law.

12. Intellectual Property

12.1 KinkzAI materials

The Service, Desktop App, software, source code, interfaces, designs, text, graphics, logos, trademarks, characters, KinkzAI-supplied artwork, sounds, and other materials supplied by or on behalf of Nightcloud are owned by Nightcloud or its licensors and are protected by intellectual-property laws.

Except for the limited rights expressly granted by these Terms, these Terms do not grant you any ownership interest in those materials.

12.2 Character artwork

KinkzAI-supplied character artwork may have been created with the assistance of artificial-intelligence tools. To the extent Nightcloud owns or controls protectable rights in that artwork, those rights are reserved.

Your ability to view or interact with a KinkzAI character does not grant you the right to reproduce, redistribute, sell, commercially exploit, or claim ownership of that character or its artwork.

12.3 Trademarks

KinkzAI, the KinkzAI name and logo, and other names, logos, slogans, and designations that we use in connection with the Service are trademarks or service marks of Nightcloud or its licensors.

Except with our prior written permission, you must not:

• use any KinkzAI trademark or service mark in a manner that suggests sponsorship, endorsement, affiliation, or approval by Nightcloud;
• use any KinkzAI trademark or service mark as part of a business name, product name, service name, domain name, social-media identifier, or other source identifier;
• use any mark, name, logo, or designation that is confusingly similar to a KinkzAI trademark or service mark in connection with goods or services;
• use any KinkzAI trademark or service mark in metatags, keywords, advertising, or other materials in a manner that is misleading as to source, affiliation, sponsorship, or endorsement; or
• reproduce, modify, or commercially use any KinkzAI logo without our prior written permission.

No use of the Service grants you any interest in any KinkzAI trademark or service mark.

12.4 Feedback

If you voluntarily provide suggestions, ideas, bug reports, or other feedback concerning KinkzAI, you hereby grant Nightcloud a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, and otherwise exploit that feedback for any lawful purpose without compensation or attribution to you.

This section 12 does not give us ownership of your Local Content or Hosted Content.

13. Privacy

Our Privacy Policy describes how we collect, use, disclose, transfer, and retain information in connection with the Service, including information associated with accounts, age verification, technical operation, voice features, and the Hosted Service.

The Hosted Service processes conversation content transiently as described in Sections 3.1 and 6.2. Nightcloud does not maintain a server-side conversation history as part of its ordinary operation of the Service.

Content that you separately submit to Nightcloud outside a Hosted Service conversation, such as in a support request, report, or legal communication, may be retained as described in our Privacy Policy or as required by applicable law or legal process.

The Desktop App may store conversations, characters, images, settings, models, and other information locally on your device. You are responsible for maintaining backups and securing information stored locally.

Deleting your KinkzAI account does not necessarily delete files stored locally on your device.

14. Third-Party Services and Links

The Service depends on third-party infrastructure and service providers, including providers of authentication, databases, age verification, computing infrastructure, content-delivery services, communications, and payment processing.

We do not control third-party services and are not responsible for their independent acts, omissions, availability, security, content, terms, or privacy practices.

The Service may also contain links to third-party websites or resources. A link does not constitute our endorsement of the linked site or its content.

Your use of third-party services may be subject to separate terms between you and the applicable third party.

15. Updates, Changes, and Availability

15.1 Service changes

KinkzAI is an evolving service. We may add, modify, suspend, or discontinue features, models, characters, plan benefits, interfaces, technical requirements, or other portions of the Service.

We do not promise that any specific feature, character, model, plan, or software version will remain available indefinitely.

15.2 Software updates

We may release Desktop App updates to add features, correct defects, address security issues, maintain compatibility, comply with legal or payment-processing requirements, or make other changes.

An update may modify or remove functionality. Continued compatibility with third-party models, hardware, operating systems, or earlier data formats is not guaranteed.

15.3 Availability

The Hosted Service may experience outages, delays, capacity limitations, maintenance, hardware failures, network failures, or other interruptions.

We do not guarantee uninterrupted availability or any particular response time.

15.4 Local data

You are responsible for maintaining backups of files stored on your device.

We are not responsible for Local Content that is lost, corrupted, deleted, overwritten, rendered incompatible, or otherwise unavailable, including as a result of hardware failure, operating-system changes, software updates, user error, malware, or uninstalling the Desktop App.

16. Suspension and Termination

You may stop using the Service at any time. Where available, you may delete your account through your account settings.

We may suspend, restrict, or terminate your account or access to all or part of the Service if:

• you materially violate these Terms or the Content and Acceptable Use Policy;
• we reasonably believe your account is being used unlawfully, fraudulently, or by a person who is not eligible to use the Service;
• you attempt to circumvent age verification, safety controls, AI-transparency measures, geographic restrictions, payment restrictions, or technical protections;
• suspension, restriction, or termination is reasonably necessary to protect the Service, our users, Nightcloud, a third party, or the security of our systems;
• we are required to do so by law, legal process, a payment processor, a card network, or another service provider necessary to operate the affected feature;
• we discontinue the relevant portion of the Service;
• you fail to pay amounts due for the Service; or
• we reasonably determine that continued access presents a material legal, regulatory, payment-processing, security, or operational risk.

We may also terminate an account or discontinue access to all or part of the Service for any other lawful reason.

Where reasonably practicable, we will provide advance notice if we terminate paid access for reasons unrelated to your breach, fraud, unlawful conduct, nonpayment, security concerns, or our legal or payment-processing obligations.

If we terminate paid access because of your breach, fraud, unlawful conduct, nonpayment, or circumvention of our restrictions or controls, you are not entitled to a refund except where applicable law requires otherwise.

If we terminate paid access without cause before the end of a paid billing period, we will provide a pro rata refund for the unused portion of the paid access that is no longer available.

Termination of an account does not cause us to obtain or delete Local Content stored on your device.

Sections that by their nature should survive termination will survive, including provisions concerning ownership, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous terms.

17. Disclaimers

To the extent permitted by applicable law, the Service is provided “as is” and “as available.”

Nightcloud disclaims all warranties not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.

Without limiting the preceding paragraph, we do not warrant that:

• the Service will always be available, secure, uninterrupted, or error-free;
• AI-generated output will be accurate, appropriate, consistent, or suitable for any particular purpose;
• a character will remember information accurately or behave consistently;
• the Service will be compatible with every device, graphics card, operating system, AI model, or third-party component;
• defects will be corrected;
• locally stored data will never be lost or corrupted;
• safety features will identify every crisis, harmful statement, or prohibited interaction; or
• third-party services on which KinkzAI depends will remain available.

AI-generated text is produced automatically and does not constitute a statement, representation, or endorsement by Nightcloud.

Nothing in these Terms excludes a warranty, consumer right, or other right that applicable law does not permit us to exclude.

18. Limitation of Liability

To the extent permitted by applicable law, Nightcloud and its members, managers, officers, employees, contractors, agents, licensors, service providers, successors, and assigns will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business opportunity, goodwill, data, or use, arising out of or relating to the Service or these Terms, regardless of the legal theory asserted and even if advised that those damages were possible.

To the extent permitted by applicable law, the aggregate liability of Nightcloud and the other persons identified above for all claims arising out of or relating to the Service or these Terms will not exceed the greater of:

(a) the amount you paid to Nightcloud for the Service during the 12 months immediately preceding the event giving rise to the claim; and

(b) $100.

These limitations apply to the maximum extent permitted by law. They do not limit liability that applicable law does not permit us to limit.

Some jurisdictions do not permit certain warranty exclusions or liability limitations. In those jurisdictions, the exclusions and limitations in these Terms apply only to the extent permitted by applicable law.

19. Indemnification

To the extent permitted by applicable law, you must indemnify Nightcloud and its members, managers, officers, employees, contractors, and agents against third-party claims, damages, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to:

• Local Content or Hosted Content that you create, submit, import, possess, distribute, or use;
• your infringement or violation of a third party’s rights;
• your unlawful use of the Service; or
• your material violation of these Terms or the Content and Acceptable Use Policy.

Your obligations under this section 19 do not apply to the extent a claim results from Nightcloud’s own conduct for which indemnification may not lawfully be required.

We will give you reasonable notice of a claim for which we seek indemnification. We may assume exclusive control of the defense and settlement of the claim, and you must reasonably cooperate with that defense.

You must not settle a claim in a manner that admits liability by Nightcloud, imposes an obligation on Nightcloud, or fails to provide Nightcloud with an unconditional release without our prior written consent.

20. Dispute Resolution; Binding Arbitration

20.1 Please read this section carefully

This section 20 requires most disputes between you and Nightcloud to be resolved through binding individual arbitration rather than in court, subject to Section 20.11.

Arbitration does not use a judge or jury, and judicial review of an arbitration award is limited.

20.2 Informal dispute resolution

Before initiating arbitration, the party asserting a dispute must first send the other party an individualized written notice describing the dispute and requested relief.

A notice must be submitted on behalf of the individual party asserting the dispute and must not combine the disputes of multiple persons.

A notice to Nightcloud must be sent by email to admin@kinkzai.com and must include:

• your name;
• the email address associated with your KinkzAI account, if any;
• a description of the dispute;
• the facts supporting your claim;
• the relief you request; and
• your personal physical or electronic signature and, if you are represented by counsel, your counsel’s signature.

Nightcloud may send a dispute notice to the email address associated with your account.

The parties must attempt in good faith to resolve the dispute for 30 days after a complete notice is received.

If either party requests an individualized telephone or videoconference during that period, the parties must participate in the conference before arbitration is commenced. The individual asserting the dispute must personally participate, and counsel may also participate.

Neither party may commence arbitration during the 30-day informal-resolution period or, if a conference is timely requested, before completion of that conference.

The applicable limitations period and filing-fee deadlines will be tolled during this informal-resolution process to the extent permitted by law.

20.3 Agreement to arbitrate

Except for disputes excluded by Section 20.8 and subject to Section 20.11, you and Nightcloud must resolve any dispute, claim, or controversy arising out of or relating to the Service, these Terms, your relationship with Nightcloud, or any transaction between you and Nightcloud exclusively through final and binding individual arbitration.

This arbitration agreement applies to claims based in contract, tort, statute, fraud, misrepresentation, consumer-protection law, equity, or any other legal theory, including claims arising before you accepted these Terms.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement to the extent applicable.

20.4 Arbitration administrator and rules

The arbitration will be administered by National Arbitration and Mediation (“NAM”).

Unless these Terms provide otherwise, the arbitration will be conducted under NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect when the arbitration is filed.

If the dispute qualifies as a consumer dispute, NAM’s rules and fee schedule applicable to consumer disputes will apply, including NAM’s Minimum Standards of Procedural Fairness for Consumer Arbitrations to the extent applicable.

If the claims constitute a Mass Filing under NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, those Supplemental Rules will apply.

The applicable NAM rules and information about filing an arbitration are available at www.namadr.com or by calling NAM at 1-800-358-2550.

If NAM is unavailable or unwilling to administer a dispute, the parties must attempt in good faith to select another nationally recognized arbitration provider. If the parties cannot agree, a court having jurisdiction may appoint an arbitration provider under 9 U.S.C. § 5 to the extent applicable.

20.5 Arbitration procedure

The arbitration will be conducted by one neutral arbitrator.

Unless the arbitrator determines that a different format is necessary for a fair proceeding, any hearing will be conducted by videoconference.

The arbitrator may permit reasonable discovery proportionate to the needs of the dispute.

The arbitrator may award any individual remedy that would be available in court, including damages and declaratory or injunctive relief, subject to Section 20.7.

The arbitrator must issue a written award sufficient to explain the essential findings and conclusions on which the award is based.

Judgment on the award may be entered in any court having jurisdiction.

20.6 Arbitration fees

Payment of arbitration filing, administration, case-management, hearing, and arbitrator fees will be governed by NAM’s applicable rules and consumer fee schedule and by applicable law.

Nightcloud will pay arbitration fees that applicable law or NAM’s consumer rules require a business to pay.

Each party will otherwise bear its own attorneys’ fees and costs unless applicable law or the arbitrator permits an award of those fees or costs.

20.7 Individual proceedings only; class-action waiver

You and Nightcloud agree that each may bring claims against the other only in an individual capacity.

To the extent permitted by applicable law:

• no claim may be arbitrated or litigated as a class, collective, consolidated, coordinated, or representative action;
• an arbitrator may not combine the claims of more than one person except as permitted under NAM’s rules governing a Mass Filing;
• an arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim; and
• neither party may seek or receive relief on behalf of other persons.

If applicable law prohibits enforcement of this waiver as to a particular claim or request for public injunctive relief, that claim or request must be severed and resolved by a court of competent jurisdiction after completion of arbitration of all arbitrable claims.

A court, rather than an arbitrator, will decide any dispute concerning the validity or enforceability of this Section 20.7.

20.8 Exceptions

Either party may bring an individual claim in small claims court if the claim qualifies and remains in that court.

Either party may seek temporary or preliminary injunctive relief from a court when reasonably necessary to preserve the status quo or prevent imminent misuse or infringement of intellectual property, unauthorized access to systems, or other irreparable harm pending arbitration.

Seeking that relief does not waive the right to arbitration of the remaining dispute.

20.9 Authority of arbitrator

Except as provided in Section 20.7, the arbitrator has exclusive authority to resolve disputes concerning the interpretation, applicability, enforceability, or formation of this arbitration agreement, including a contention that all or part of it is void or voidable.

20.10 Jury-trial waiver

For any dispute that is permitted to proceed in court rather than arbitration, you and Nightcloud hereby waive the right to a jury trial to the extent permitted by applicable law.

20.11 Consumers outside the United States

If you are a consumer residing outside the United States, this section 20 applies only to the extent permitted by the mandatory laws applicable to you.

Nothing in this section 20 requires you to waive a right to bring a dispute before a court, regulatory authority, consumer-dispute body, or other tribunal where that right cannot lawfully be waived by advance agreement.

20.12 Survival

This section 20 survives termination of your account, cancellation of a subscription, deletion of the Desktop App, and termination of these Terms.

21. Governing Law and Court Venue

The Federal Arbitration Act governs Section 20 to the extent applicable.

Subject to Section 20 and without regard to South Carolina’s conflict-of-laws rules, the laws of the State of South Carolina govern these Terms and disputes arising out of or relating to the Service.

Any court proceeding permitted under these Terms must be brought in a state or federal court having jurisdiction in Horry County, South Carolina, except to the extent applicable law requires or permits a different venue that cannot lawfully be waived.

You and Nightcloud consent to the personal jurisdiction of those courts for proceedings properly brought there.

If you are a consumer residing outside the United States, nothing in these Terms deprives you of any mandatory consumer protection afforded to you by the law of the country in which you reside that cannot lawfully be waived by agreement.

If applicable law gives you a nonwaivable right to bring a proceeding in the courts or other tribunals of the country in which you reside, that right is not affected by these Terms.

22. Export Controls, Sanctions, and Geographic Availability

The Service may be available in multiple countries and jurisdictions. Availability of the Service or a particular feature in a location does not mean that the Service or feature is lawful or appropriate for every person in that location.

You must comply with the laws applicable to you and your use of the Service. You must not access or use the Service from a location where doing so is prohibited by applicable law.

You must comply with applicable United States export-control, trade-sanctions, and embargo laws.

You must not access, download, export, reexport, transfer, or use the Service if doing so is prohibited by applicable United States law or if you are a person or entity with whom United States persons are prohibited from transacting.

We may restrict, suspend, or discontinue access to the Service or particular features in any country, territory, state, or other jurisdiction if we determine that doing so is necessary or appropriate because of applicable law, regulatory requirements, payment-processing restrictions, sanctions, security concerns, or other legal or operational considerations.

You must not circumvent a geographic restriction that we apply to the Service.

23. Electronic Communications

You consent to receive agreements, disclosures, notices, receipts, and other communications relating to the Service electronically, including by email or through the Service.

You are responsible for maintaining a current email address associated with your account.

Electronic communications satisfy any legal requirement that a communication be in writing to the extent permitted by applicable law.

Marketing communications, if any, are governed by applicable law and any opt-out rights provided with those communications.

24. Changes to These Terms

We may modify these Terms from time to time.

If we make a material change, we will provide notice as required by applicable law, which may include notice through the Service or by email. We may require you to affirmatively accept revised Terms before continuing to use some or all of the Service.

Unless otherwise stated, revised Terms apply prospectively from their stated last updated date.

A material change to Section 20 will not apply to a dispute of which Nightcloud had actual notice before the effective date of that change unless you affirmatively agree otherwise.

If you do not agree to revised Terms, you must stop using the Service and cancel any subscription before the revised Terms become applicable to you.

We may also modify policies referenced in these Terms. Material changes to those policies will apply prospectively and will be communicated as required by applicable law.

25. Miscellaneous

25.1 Entire agreement

These Terms, the Content and Acceptable Use Policy, and the Billing, Cancellation, and Refund Policy constitute the agreement between you and Nightcloud concerning your use of the Service and supersede prior agreements concerning the same subject matter.

Our Privacy Policy and AI Companion Safety Protocol describe our privacy and safety practices.

25.2 Assignment

You must not assign these Terms or transfer your rights or obligations under them without our written consent.

Nightcloud may assign these Terms in connection with a merger, reorganization, financing, sale of assets, change of control, or transfer of the Service or related business.

25.3 No waiver

A failure or delay in enforcing a provision of these Terms does not waive the right to enforce that provision later.

25.4 Severability

Except as expressly provided in Section 20.7, if a provision of these Terms is held unenforceable, that provision will be enforced to the extent permitted by law and the remaining provisions will remain effective.

25.5 Force majeure

Nightcloud is not responsible for delay or failure caused by circumstances beyond its reasonable control, including failures of Internet, hosting, GPU, cloud, power, telecommunications, payment, or other third-party infrastructure; cyberattacks; labor disputes; natural disasters; war; civil unrest; governmental action; or similar events.

25.6 No third-party beneficiaries

Except as expressly stated in these Terms, these Terms do not create rights in any third party.

25.7 Notices

Legal notices to Nightcloud under these Terms must be sent to admin@kinkzai.com or to the mailing address listed in Section 26.

We may send notices to you using the email address associated with your account, through the Service, or by another method permitted by applicable law.

26. Contact Information

KinkzAI is operated by:

Nightcloud Interactive LLC
5205 Harvest Run Way
Myrtle Beach, South Carolina 29579
United States

Email: admin@kinkzai.com