Terms of Service

1. Acceptance of these Terms

By accessing or using the Services, clicking to accept these Terms, creating an account, or executing an order that references them, you agree to these Terms. If you do not agree, do not access or use the Services. An order form, enterprise agreement, data processing addendum, or other written agreement signed by Kite and you may supplement these Terms. If there is a conflict, the signed agreement controls for the subject matter it covers.

2. Eligibility and authority

You must be at least 18 years old and legally capable of entering a contract. If you use the Services on behalf of a company or other entity, you represent that you have authority to bind it. The terms "you" and "Customer" refer to that entity and its authorized users. The Services are not directed to consumers or children.

3. Accounts and access

• You must provide accurate, current information and keep it updated.
• You are responsible for your users, credentials, API keys, account activity, and compliance with these Terms.
• You must protect credentials, use reasonable security measures, and promptly notify us of suspected unauthorized access or compromise.
• You may not share individual accounts, misrepresent identity or affiliation, or transfer an account without our written consent.

4. The Services

Subject to these Terms and payment of applicable fees, Kite grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during your subscription. You may use our SDKs, CLI, APIs, documentation, and downloadable software only as permitted by their documentation and any applicable license terms.

We may improve, modify, or discontinue features. We will use commercially reasonable efforts to avoid materially reducing paid core functionality during a current subscription term. Beta, preview, evaluation, and free features are optional, may change or end at any time, may be subject to additional terms, and are provided without service levels or commitments. Open-source components are governed by their applicable licenses.

5. Acceptable use

You will not, and will not enable anyone else to:

• use the Services unlawfully, fraudulently, or to violate another person's rights;
• upload malware, exploit vulnerabilities, disrupt systems, bypass security or usage limits, or conduct unauthorized penetration or load testing;
• reverse engineer or attempt to discover source code or underlying non-public models, except where applicable law expressly permits it;
• copy, resell, sublicense, time-share, or use the Services to build a substantially similar competing product, except as expressly authorized in writing;
• access the Services through unauthorized automated means, scrape them, or use them beyond documented API methods and applicable limits;
• send spam, infringing content, illegal content, or data you lack the right and required consent to process;
• use the Services for high-risk activities where failure could reasonably cause death, personal injury, or severe environmental or property damage; or
• remove proprietary notices or misrepresent outputs as originating from Kite.

We may investigate suspected violations and cooperate with lawful authorities. We may apply technical limits reasonably necessary to protect the Services and users.

6. Customer Data and privacy

"Customer Data" means data, content, configurations, code, and events submitted to the Services by or for you. As between the parties, you retain all rights in Customer Data. You grant Kite a worldwide, non-exclusive license to host, copy, transmit, process, display, and otherwise use Customer Data only to provide, secure, support, and improve the Services and as you otherwise instruct.

You are responsible for the lawfulness, accuracy, and quality of Customer Data and for providing notices and obtaining rights and consents required for Kite to process it. You must not submit sensitive personal information unless expressly supported and covered by a written agreement. Our handling of personal information is also subject to our applicable privacy disclosures and, where executed, our data processing addendum.

We may create and use aggregated or de-identified data that cannot reasonably identify you, your users, or any individual to operate, analyze, secure, and improve our products and services. We will not attempt to re-identify that data. You may export or delete Customer Data using available functionality. After termination, we may delete it in accordance with our retention practices and legal obligations, so you should export needed data beforehand.

7. AI features

Some features may use artificial intelligence or third-party models. Outputs may be inaccurate, incomplete, offensive, or similar to content generated for others. You are responsible for reviewing outputs and deciding whether and how to use them. Do not rely on outputs as legal, financial, medical, or other professional advice, or as the sole basis for decisions that materially affect a person. Your use of AI features must comply with applicable law and any additional notices presented with those features. Unless we expressly disclose otherwise, Kite will not use Customer Data to train third-party foundation models.

8. Fees, billing, and taxes

• Paid plans, usage allowances, subscription periods, and fees are stated at purchase or in an order. Eligible subscription charges paid directly to Kite may be fully refunded within 14 calendar days after the charge, as described in our Refund Policy, subject to its fraud, abuse, and prohibited-use exception. After that period, fees are non-refundable except as stated in that policy or required by law.
• Subscriptions automatically renew for successive periods unless canceled before renewal. Cancellation takes effect at the end of the current paid period.
• You authorize Kite and its payment providers to charge applicable fees, usage, taxes, and agreed overages to your payment method.
• Fees exclude taxes. You are responsible for taxes, duties, and similar charges, excluding taxes based on Kite's net income. Valid exemptions must be provided in advance.
• We may change pricing prospectively by giving notice before your next renewal. Overdue undisputed amounts may result in interest, collection costs, or suspension.

9. Intellectual property

Kite and its licensors own the Services, software, documentation, designs, trademarks, and all related intellectual property. Except for the limited rights expressly granted here, no rights are transferred to you. If you provide feedback, suggestions, or ideas, you grant Kite a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or obligation. You grant Kite permission to use your name and logo only as necessary to provide the Services; public marketing use requires your prior permission.

10. Confidentiality

Each party may receive non-public information that is identified as confidential or should reasonably be understood to be confidential. The receiving party will use it only to perform under the agreement and protect it with at least reasonable care. Confidential information does not include information that is public through no fault of the recipient, already lawfully known, independently developed, or rightfully received without restriction. A recipient may disclose information when legally required after giving notice where permitted and reasonable assistance at the disclosing party's expense.

11. Security and availability

Kite uses reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Data. No system is completely secure or uninterrupted, and you are responsible for appropriate backups, access controls, endpoint security, and configuration of your environment. Unless a signed service level agreement states otherwise, we do not guarantee uptime, recovery times, or that the Services will be error-free. Maintenance, emergencies, dependencies, and events beyond our reasonable control may affect availability.

12. Third-party services

The Services may interoperate with third-party products, integrations, models, or websites. Your use of them is governed by their own terms and privacy practices. You authorize Kite to exchange Customer Data with a third party when you enable its integration. Kite does not control and is not responsible for third-party services, their availability, or their handling of data.

13. Suspension and termination

You may stop using the Services at any time and may cancel a subscription through available account controls or by contacting us. Either party may terminate for a material breach that is not cured within 30 days after notice, or immediately if the other party becomes insolvent or ceases business. We may suspend access immediately when reasonably necessary to prevent harm, address a security risk, comply with law, respond to nonpayment, or stop a material violation. Where practicable, we will give notice and limit the suspension to its cause.

Upon termination, your right to use the Services ends and outstanding fees become due. Provisions that by nature should survive will survive, including payment, intellectual property, confidentiality, disclaimers, indemnification, liability, dispute, and general provisions.

14. Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available." Kite disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation. Kite does not warrant that the Services will meet your requirements, preserve all data, or produce any particular business result. Nothing in these Terms excludes a warranty that cannot lawfully be excluded.

15. Indemnification

You will defend, indemnify, and hold harmless Kite, its affiliates, and their personnel from third-party claims, damages, losses, liabilities, costs, and reasonable legal fees arising from Customer Data, your products or services, your violation of these Terms or law, or your gross negligence or willful misconduct. Kite will promptly notify you of a claim, allow you to control its defense and settlement, and provide reasonable cooperation at your expense. You may not settle a claim in a way that admits fault by or imposes obligations on Kite without our written consent.

16. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, business opportunities, or data, even if advised of their possibility. Each party's total aggregate liability arising out of or related to the Services and these Terms will not exceed the amounts you paid or owed to Kite for the Services during the 12 months before the event giving rise to liability, or US$100 if you used only free Services.

The exclusions and cap do not apply to your payment obligations, your infringement or misuse of Kite's intellectual property, your indemnification obligations, or either party's fraud, gross negligence, willful misconduct, or liability that cannot legally be limited. These allocations are an essential basis of the bargain and apply even if a remedy fails of its essential purpose.

17. Governing law and disputes

Before filing a claim, each party will make a good-faith effort to resolve the dispute by written notice and at least 30 days of informal discussion. These Terms are governed by the laws of the jurisdiction in which Kite Systems, Inc. is incorporated, without regard to conflict-of-laws rules. The courts with jurisdiction over Kite's principal place of business will have exclusive jurisdiction, and each party consents to venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Either party may seek immediate injunctive relief to protect intellectual property, confidential information, or system security. Mandatory local law remains unaffected.

18. General terms

• Compliance. You will comply with applicable sanctions, export-control, anti-bribery, and trade laws and will not permit access by prohibited persons or from prohibited territories.
• Assignment. You may not assign these Terms without our consent. Kite may assign them in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.
• Notices. Kite may send notices to your account email, through the Services, or on our website. Legal notices to Kite must be sent to the contact below. Notices are effective when received.
• Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, except for payment obligations.
• Relationship. The parties are independent contractors. These Terms create no agency, partnership, joint venture, employment, fiduciary, or third-party beneficiary relationship.
• Entire agreement. These Terms and incorporated agreements are the complete agreement about the Services and supersede prior discussions. Purchase-order terms do not apply unless signed by Kite.
• Severability and waiver.If a provision is unenforceable, it will be limited to the minimum extent needed and the rest remains effective. A failure to enforce a provision is not a waiver.

19. Changes to these Terms

We may update these Terms to reflect changes to the Services, law, or business practices. We will post the updated Terms and revise the effective date. If a change materially reduces your rights, we will provide reasonable advance notice through the Services or by email. Changes apply prospectively. Continuing to use the Services after they take effect constitutes acceptance. If you do not agree, you must stop using the Services and may cancel before the change takes effect.

20. Contact

Questions or legal notices about these Terms may be sent to: