Terms of Service

These Kandir Terms of Service (these "Terms") are entered into by and between Kandir, Inc., a Delaware corporation with a principal place of business at 221 River Road, Saunderstown, Rhode Island 02874, USA ("Kandir," "we," "us," or "our"), and the business entity identified on an Order Form or that otherwise accesses or uses the Services ("Customer," "you," or "your"). These Terms, together with any Order Form(s) executed by the parties and, to the extent Kandir Processes Personal Data on Customer's behalf, the Data Processing Agreement available at www.kandir.io/dpa (the "DPA"), form a binding agreement between the parties (the "Agreement"). The Services are intended solely for business use by organizations and their Authorized Users and are not directed to, or intended for use by, individual consumers. These Terms do not govern participation in the separate Kandir Network contributor marketplace, which is governed by the terms available at kandirnetwork.io.

1. Definitions

"Applicable Law" means any law, rule, regulation, court order, or other binding requirement of a relevant government authority that applies to a party.

"Authorized User" means an employee, contractor, or other individual authorized by Customer to access and use the Services under Customer's account.

"Billing Period" means the one-month recurring interval for which Fees are charged for a Self-Service Subscription. Self-Service Subscriptions are billed monthly; a negotiated Order Form may specify a different Subscription Term.

"Confidential Information" has the meaning given in Section 10.1.

"Customer Data" means data submitted or made available by or on behalf of Customer or its Authorized Users to the Services, including data connected through Third-Party Integrations, but excluding Feedback.

"Documentation" means Kandir's then-current user guides, help materials, or technical documentation for the Services.

"Fees" means the amounts payable by Customer as set out in an Order Form or, for a Self-Service Subscription, as displayed at checkout.

"Order Form" means (a) an order form, subscription agreement, or similar ordering document that references these Terms and is executed (including electronically) by both parties, or (b) the checkout flow through which Customer completes a Self-Service Subscription, in each case specifying the Services subscribed to, applicable Fees, and Subscription Term or Billing Period.

"Outputs" means the analyses, summaries, insights, and other content generated by the Services from Customer Data, including AI-generated Outputs.

"Payment Method" means a credit card or other payment method Customer provides to Kandir or its third-party payment processor for billing purposes.

"Personal Data" has the meaning given in the DPA.

"Self-Service Subscription" means a subscription to the Services that Customer purchases directly through Kandir's website or in-product checkout using a Payment Method, without a separately negotiated Order Form.

"Services" means Kandir's software-as-a-service account intelligence platform and related services, as described in the applicable Order Form and Documentation.

"Subscription Term" means the period during which Customer is entitled to access the Services, as set out in the applicable Order Form. For a Self-Service Subscription, "Subscription Term" means the applicable Billing Period, renewing as described in Section 8.4.

2. Agreement Structure; Order Forms

2.1 Order Forms. Customer accesses the Services either by executing a negotiated Order Form with Kandir, or by purchasing a Self-Service Subscription through Kandir's online checkout. Each is governed by, and incorporates, these Terms.

2.2 Order of Precedence. If there is a conflict among the documents comprising the Agreement, the following order of precedence applies to the extent of the conflict: (a) the applicable Order Form; (b) the DPA, with respect to the Processing of Personal Data; and (c) these Terms.

2.3 Authority. The individual accepting these Terms, executing an Order Form, or completing a Self-Service Subscription on Customer's behalf represents that they have authority to bind Customer to the Agreement, and that Customer is a business entity and not an individual consumer.

2.4 Changes to These Terms. Kandir may update these Terms from time to time. If a change materially reduces Customer's rights or materially increases Customer's obligations, Kandir will give Customer at least 30 days' advance notice by email to Customer's primary account contact before the change takes effect for Customer's then-current Subscription Term. Changes take effect automatically as of the start of any renewal Subscription Term. The version of these Terms in effect at the start of a Subscription Term governs that Term, subject to this Section 2.4. Kandir will make prior versions available upon request.

2.5 Self-Service Subscriptions. Before completing a Self-Service Subscription, Customer must affirmatively accept these Terms and the DPA (for example, by checking a box during checkout) separately from simply using the website. Completing a Self-Service Subscription confirms that acceptance and, together with the checkout screen showing the Services, Fees, and Billing Period selected, constitutes the Order Form for that subscription.

3. Access to and Use of the Services

3.1 Subscription Grant. Subject to the Agreement, Kandir grants Customer a non-exclusive, non-transferable (except as permitted in Section 16.4) right, during the Subscription Term, to access and use the Services and Documentation solely for Customer's internal business purposes, in accordance with the usage limits (such as the number of concurrent account plans or Authorized Users) set out in the applicable Order Form.

3.2 Authorized Users. Customer is responsible for its Authorized Users' compliance with the Agreement and for all activity occurring under its account, and will promptly notify Kandir of any suspected unauthorized access.

3.3 Usage Limits. If Customer exceeds the usage limits in its Order Form, Kandir will notify Customer and the parties will work in good faith to true up the applicable Fees or otherwise adjust the subscription. Kandir will not suspend access solely for a good-faith overage without first giving Customer a reasonable opportunity to true up.

3.4 Acceptable Use. Customer will not, and will not permit any Authorized User to: (a) reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent this restriction is prohibited by Applicable Law; (b) use the Services to build a competing product; (c) sell, resell, sublicense, rent, or lease access to the Services without Kandir's prior written consent; (d) interfere with or disrupt the integrity or performance of the Services; (e) attempt to circumvent any security or usage-limitation feature of the Services; (f) upload or transmit any virus, malware, or other harmful code; or (g) use the Services in violation of Applicable Law or in a manner that infringes or misappropriates any third party's rights.

3.5 Availability. Kandir will use commercially reasonable efforts to make the Services available at least 99.5% of the time each calendar month, excluding scheduled maintenance (for which Kandir will give advance notice where reasonably practicable) and events outside Kandir's reasonable control.

4. Customer Data

4.1 Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Kandir does not acquire any ownership interest in Customer Data under the Agreement.

4.2 License to Kandir. Customer grants Kandir a limited, non-exclusive license to access, host, process, and use Customer Data solely to provide, maintain, secure, and improve the Services for Customer, generate Outputs for Customer, and as otherwise permitted under the Agreement. Kandir will not use Customer Data for any other purpose, including to develop, improve, or train any AI or machine learning model for the benefit of any party other than Customer, except as described in Section 7 (Artificial Intelligence Features) and Section 4.3 (Aggregated Data).

4.3 Aggregated Data. Kandir may create and use Aggregated Data (data that has been aggregated, anonymized, or de-identified such that it no longer identifies Customer or any individual) to operate, analyze, support, and improve the Services. Aggregated Data is not Customer Data.

4.4 Personal Data. To the extent Customer Data includes Personal Data, the DPA governs Kandir's Processing of that Personal Data and is incorporated into the Agreement by reference.

4.5 Customer Representations. Customer represents and warrants that it has, and will maintain, all rights, consents, and lawful basis necessary to submit Customer Data to the Services and to authorize Kandir's use of Customer Data as described in the Agreement, without violating any third party's rights or Applicable Law.

4.6 Outputs. Subject to the Agreement, Kandir grants Customer a non-exclusive, non-transferable right to use Outputs generated for Customer solely for Customer's internal business purposes during the Subscription Term.

5. Kandir Intellectual Property; Feedback

5.1 Kandir IP. As between the parties, Kandir owns all right, title, and interest in and to the Services, the Documentation, and all underlying software, technology, and improvements, including any informed by Feedback or Aggregated Data. No rights are granted to Customer except as expressly set out in the Agreement.

5.2 Feedback. If Customer or its Authorized Users provide Kandir with suggestions, ideas, or other feedback about the Services ("Feedback"), Kandir may use that Feedback without restriction or obligation to Customer, including to improve the Services.

5.3 Trademarks; Publicity. Neither party may use the other party's trademarks, logos, or branding without the other party's prior written consent, except that Kandir may identify Customer as a Kandir customer in Kandir's marketing materials and customer lists (including Customer's name and logo), unless Customer opts out by written notice to Kandir.

6. Third-Party Integrations and Google API User Data

6.1 Third-Party Integrations. The Services may allow Customer to connect third-party accounts or services (e.g., Gmail, Google Calendar, Slack, Salesforce, HubSpot) ("Third-Party Integrations"). Customer represents and warrants that it has the right to grant Kandir the access it grants through a Third-Party Integration, and that doing so does not violate the applicable provider's terms, any third party's rights, or any confidentiality or other contractual obligation Customer owes to a third party. Customer or its Authorized Users may disconnect a Third-Party Integration at any time within the Services, which revokes Kandir's stored access credentials and stops further data retrieval from that provider.

6.2 Google API User Data. For Third-Party Integrations that use Google APIs, Kandir's use and transfer of information received from Google APIs will adhere to the Google API Services User Data Policy , including the Limited Use requirements. In particular, Kandir: (a) does not use Google user data for advertising and does not sell Google user data; (b) does not transfer Google user data to third parties except to Sub-processors that host or operate the Services under contractual obligations consistent with this Section and the DPA, or as required by law; (c) does not allow personnel to read Google user data except where (i) Customer or an Authorized User has given explicit consent for specific data, (ii) necessary for security purposes such as investigating abuse, (iii) necessary to comply with Applicable Law, or (iv) the data is aggregated and de-identified consistent with the Limited Use requirements; and (d) does not use Google user data to develop, improve, or train generalized or non-personalized AI/ML models. Customer or its Authorized Users may revoke Kandir's access to a connected Google account at any time at https://myaccount.google.com/permissions .

7. Artificial Intelligence Features

7.1 AI Outputs. The Services use machine learning and generative AI models, including large language models operated by third-party Sub-processors identified in the DPA, to analyze Customer Data and generate Outputs. Outputs are provided as decision-support and may contain inaccuracies; Customer is responsible for reviewing Outputs before relying on them for any consequential decision.

7.2 No Training on Customer Data. Except as described in Section 4.3 (Aggregated Data), Kandir will not use Customer Data to train, fine-tune, or improve any AI or machine learning model for the benefit of any party other than Customer, consistent with Section 9 of the DPA.

7.3 Disclaimer. Kandir does not warrant that Outputs will be accurate, complete, or fit for any particular purpose, and Outputs do not constitute legal, financial, or other professional advice.

8. Fees and Payment

8.1 Fees. Customer will pay the Fees in the applicable Order Form or, for a Self-Service Subscription, the Fees displayed at checkout. Except as otherwise stated in an Order Form, invoiced Fees are due within 30 days of the invoice date. Fees are non-cancelable and non-refundable except as expressly stated in the Agreement.

8.2 Late Payment. Kandir may charge interest on undisputed invoiced amounts more than 30 days past due at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, and may suspend access to the Services for undisputed amounts more than 15 days past due, after giving Customer at least 10 days' written notice.

8.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, and similar taxes associated with its purchase, other than taxes based on Kandir's net income.

8.4 Renewal. Unless otherwise stated in the Order Form, each Subscription Term automatically renews for successive periods equal to the expiring term, at Kandir's then-current fees, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term. A Self-Service Subscription instead renews as described in Section 8.6.

8.5 Payment Method and Authorization (Self-Service Subscriptions). By providing a Payment Method for a Self-Service Subscription, Customer authorizes Kandir and its third-party payment processor to charge that Payment Method for all Fees when due, including on each renewal described in Section 8.6. Customer will keep its Payment Method current and will promptly update it if it expires or changes. If a charge fails, Kandir may retry the charge, and may suspend access to the Services if payment is not received within 10 days of the failed charge, after notifying Customer.

8.6 Self-Service Cancellation; Automatic Renewal. A SELF-SERVICE SUBSCRIPTION AUTOMATICALLY RENEWS AT THE END OF EACH BILLING PERIOD, AND KANDIR WILL AUTOMATICALLY CHARGE CUSTOMER'S PAYMENT METHOD THE THEN-CURRENT FEES FOR THE NEXT BILLING PERIOD UNLESS CUSTOMER CANCELS BEFORE THE RENEWAL DATE. Customer may cancel a Self-Service Subscription at any time through Kandir's account settings; cancellation takes effect at the end of the then-current Billing Period, and Kandir will not charge Customer for any subsequent Billing Period. Fees already charged for the current Billing Period are non-refundable except as required by Applicable Law.

9. Term and Termination

9.1 Term. The Agreement begins on the effective date of the first Order Form and continues until all Subscription Terms under all Order Forms have expired or been terminated.

9.2 Termination for Cause. Either party may terminate the Agreement or an Order Form for the other party's material breach if the breach is not cured within 30 days after written notice describing the breach.

9.3 Termination for Insolvency. Either party may terminate the Agreement immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days.

9.4 Effect of Termination. Upon expiration or termination of a Subscription Term, Customer's right to access the Services ends, and Kandir will return or delete Customer Data in accordance with the DPA. Termination does not relieve Customer of its obligation to pay Fees accrued before the effective date of termination. If Kandir terminates an Order Form for its own convenience, or without cause, before the end of a prepaid Subscription Term, Kandir will refund the prepaid, unused Fees for the terminated portion of that term on a pro rata basis. For a Self-Service Subscription, Section 8.6 governs cancellation and refunds in place of this pro rata refund mechanism, except where Kandir terminates the Self-Service Subscription for its own convenience or without cause, in which case Kandir will refund the unused portion of the current Billing Period on a pro rata basis.

9.5 Survival. Sections 1, 2.2, 4.1, 5, 8 (for amounts owed), 9.4, 10, 11, 12, 13, 15, and 16 survive termination or expiration of the Agreement.

10. Confidentiality

10.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including Customer Data, the terms of any Order Form, and each party's business and technical information. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party without confidentiality restriction before disclosure; (c) is rightfully received from a third party without confidentiality restriction; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

10.2 Obligations. The receiving party will use the disclosing party's Confidential Information solely to exercise its rights and perform its obligations under the Agreement, will protect it using at least the same degree of care it uses for its own confidential information of a similar nature (and no less than reasonable care), and will not disclose it except to employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section.

10.3 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by Applicable Law or a valid legal order, provided it gives the disclosing party prior written notice (where legally permitted) and reasonable cooperation, at the disclosing party's expense, to seek a protective order.

10.4 Duration. The obligations in this Section 10 survive for 3 years after termination of the Agreement, except that obligations regarding trade secrets survive for as long as the information remains a trade secret under Applicable Law.

11. Representations and Warranties

11.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into the Agreement.

11.2 Kandir Warranty. Kandir warrants that the Services will perform materially in accordance with the Documentation during the Subscription Term. As Customer's sole and exclusive remedy for breach of this warranty, Kandir will use commercially reasonable efforts to correct the non-conformity; if Kandir cannot do so within a commercially reasonable time, Customer may terminate the affected Order Form and receive a pro rata refund of prepaid, unused Fees.

11.3 Disclaimer. Except as expressly stated in the Agreement, the Services and Outputs are provided "as is," and Kandir disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by Applicable Law.

12. Indemnification

12.1 By Kandir. Kandir will defend Customer against any third-party claim alleging that the Services, as provided by Kandir and used in accordance with the Agreement, infringe that third party's U.S. intellectual property rights, and will indemnify Customer against damages finally awarded (or amounts agreed in settlement) as a result. If the Services become, or Kandir believes are likely to become, subject to such a claim, Kandir may, at its option: (a) procure the right for Customer to continue using the Services; (b) modify the Services to be non-infringing without materially reducing their functionality; or (c) terminate the affected Order Form and refund Customer any prepaid, unused Fees. Kandir has no obligation under this Section for claims arising from: (i) Customer Data; (ii) modification of the Services not made by Kandir; (iii) use of the Services in combination with products or services not provided by Kandir, where the claim would not have arisen but for that combination; or (iv) use of the Services in violation of the Agreement.

12.2 By Customer. Customer will defend Kandir against any third-party claim arising from (a) Customer Data, including any claim that Customer Data or Kandir's authorized use of it as instructed by Customer violates a third party's rights or Applicable Law, or (b) Customer's or an Authorized User's use of the Services in violation of the Agreement, and will indemnify Kandir against damages finally awarded (or amounts agreed in settlement) as a result.

12.3 Procedure. The indemnified party will promptly notify the indemnifying party of a claim, give the indemnifying party sole control of the defense and settlement of the claim (except that the indemnifying party may not settle any claim in a way that admits fault by, or imposes any obligation on, the indemnified party without its prior written consent), and provide reasonable cooperation at the indemnifying party's expense.

13. Limitation of Liability

13.1 Exclusion of Certain Damages. To the maximum extent permitted by Applicable Law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to the Agreement, even if advised of the possibility of such damages.

13.2 Liability Cap. Except as set out in Section 13.3, each party's total cumulative liability arising out of or related to the Agreement will not exceed the Fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim.

13.3 Exceptions. The exclusion of damages in Section 13.1 does not apply to: (a) a party's indemnification obligations under Section 12; (b) a party's breach of Section 10 (Confidentiality); or (c) Kandir's obligations under the DPA with respect to a Personal Data Breach — meaning a party may recover indirect and consequential damages for those claims, subject to the cap in Section 13.2. The cap in Section 13.2 does not apply to, and liability is uncapped for: (d) a party's gross negligence, willful misconduct, or fraud; or (e) Customer's payment obligations under Section 8.

14. Data Protection and Security

14.1 DPA. To the extent Kandir Processes Personal Data on Customer's behalf, the DPA is incorporated into and forms part of the Agreement.

14.2 Security. Kandir will maintain administrative, technical, and physical safeguards for the Services consistent with Annex B of the DPA.

15. Governing Law; Venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute arising out of or related to the Agreement, and waive any objection to personal jurisdiction or venue in those courts.

16. General Provisions

16.1 Entire Agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and understandings, whether written or oral, regarding that subject matter.

16.2 Relationship of the Parties. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

16.3 No Third-Party Beneficiaries. The Agreement does not confer any rights or remedies on any person other than the parties.

16.4 Assignment. Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign the Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

16.5 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) resulting from causes outside its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, or acts of government.

16.6 Export Control. Each party will comply with all applicable export control and economic sanctions laws in connection with the Agreement.

16.7 Notices. Notices under the Agreement must be in writing and delivered by email (with confirmation of receipt) or by nationally recognized courier to the addresses each party provides for this purpose (for Kandir: legal@kandir.io and Kandir, Inc., 221 River Road, Saunderstown, Rhode Island 02874, USA; for Customer: the contact designated in the applicable Order Form or, for a Self-Service Subscription, the email address associated with Customer's account).

16.8 Waiver; Severability. No failure or delay by either party in exercising any right under the Agreement operates as a waiver of that right. If any provision of the Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

16.9 Counterparts; Electronic Acceptance. The Agreement, including any Order Form, may be executed electronically and in counterparts, each of which is deemed an original.