1. Background and Order of Precedence
These Commercial Terms of Service (this "Agreement") are entered into by and between Kira ASI Inc, a Delaware corporation ("Kira," "we," "us," or "our"), and the entity identified in the applicable Order (the "Customer," "you," or "your"). This Agreement governs the Customer's access to and use of the Services.
By clicking "I agree," creating an account, executing an Order, or otherwise accessing or using the Services on behalf of an organization, the individual accepting this Agreement represents and warrants that they have the legal authority to bind that organization to its terms.
If Kira and the Customer have executed a separate signed master services agreement, that agreement will govern to the extent of any direct conflict with this Agreement. In the absence of such an agreement, the following order of precedence applies in case of conflict: (1) the applicable Order, (2) this Agreement, (3) the Data Processing Addendum, (4) the Usage Policy, and (5) any other incorporated policy referenced herein.
2. Definitions
- "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
- "Authorized User" means an individual employee, contractor, or agent whom the Customer permits to access and use the Services under its account.
- "Confidential Information" has the meaning set out in Section 10.
- "Customer Data" means any content, data, or information submitted, uploaded, or generated by the Customer or its Authorized Users through use of the Services, including emails, documents, calendar entries, and call or meeting transcripts.
- "Documentation" means Kira's then-current user guides and technical documentation made available for the Services.
- "Order" means an online order, ordering document, or signed order form specifying the Services, plan, quantities, and Fees applicable to the Customer.
- "Output" means any content generated by the Services in response to Customer Data or Customer-submitted prompts.
- "Services" means the Kira platform, applications, application programming interfaces, and related features made available by Kira under an Order.
- "Subscription Term" means the period during which the Customer is entitled to access the Services, as specified in the applicable Order.
3. Provision of the Services
3.1 Access. Subject to the Customer's compliance with this Agreement and payment of applicable Fees, Kira grants the Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term, solely for the Customer's internal business purposes.
3.2 Changes to the Services. Kira may update, modify, or discontinue features of the Services from time to time. Kira will not materially decrease the core functionality of the Services available to the Customer during an active Subscription Term without providing reasonable advance notice.
3.3 Beta and Preview Features. Kira may make experimental or pre-release features available on an "as-is" basis. Such features are excluded from any Service Level Agreement and may be modified or discontinued at any time without liability.
4. Customer Responsibilities
4.1 The Customer is responsible for: (a) provisioning and de-provisioning Authorized User access; (b) maintaining the confidentiality of account credentials; (c) all activity occurring under its account, whether or not authorized; and (d) ensuring that its Authorized Users comply with this Agreement and the Usage Policy.
4.2 The Customer represents that it has obtained all rights, consents, and permissions necessary to submit Customer Data to the Services and to use the Services' outreach features (including the Email Agent and AI Call Agents) in compliance with applicable law.
4.3 The Customer will comply with all applicable export control and economic sanctions laws in its use of the Services and will not permit access by any individual or entity prohibited under such laws.
4.4 Protected Health Information. The Services are not designed or intended for the processing of Protected Health Information (PHI) as defined under HIPAA, and Kira is not a HIPAA covered entity or business associate. The Customer will not submit PHI to the Services unless the parties have executed a separate addendum specifically permitting and governing such processing.
5. Fees, Invoicing, and Taxes
5.1 Fees are as set out in the applicable Order. Subscriptions renew automatically for successive terms equal to the expiring term unless either party provides notice of non-renewal in accordance with Section 13. Usage-based Fees are calculated and invoiced in arrears.
5.2 Fees are stated exclusive of applicable taxes, duties, and levies, which the Customer is responsible for, excluding taxes based on Kira's net income. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
5.3 Kira may suspend the Customer's access to the Services if Fees remain unpaid more than 15 days after Kira provides written notice of non-payment, provided Kira will not exercise this right where the underlying Fees are subject to a good-faith dispute.
5.4 Refunds, where available, are governed exclusively by the Refund Policy.
6. Customer Data, Ownership, and License
6.1 Ownership. As between the parties, the Customer retains all right, title, and interest in and to Customer Data and Output. Nothing in this Agreement transfers ownership of Customer Data or Output to Kira.
6.2 License to Kira. The Customer grants Kira a limited, non-exclusive, worldwide license to host, cache, process, transmit, and display Customer Data solely to the extent necessary to provide, secure, and support the Services.
6.3 No Training on Customer Data. Kira will not use Customer Data to train, fine-tune, or otherwise improve any Kira or third-party machine learning model, except with respect to data the Customer has affirmatively and separately opted to contribute for that purpose.
6.4 Output Similarity. Due to the nature of AI systems generally, Output generated for the Customer may not be unique, and other users submitting similar inputs may receive similar Output. This does not affect the Customer's ownership of, or rights in, its own Output as described in Section 6.1.
7. Acceptable Use
Use of the Services is subject to the Usage Policy, which is incorporated into this Agreement by reference. The Customer is responsible for its Authorized Users' compliance with the Usage Policy and for the lawfulness of all Customer Data submitted to, and outreach performed through, the Services.
8. Service Availability and Support
8.1 Kira will use commercially reasonable efforts to make the Services available and will provide support through the channels associated with the Customer's plan.
8.2 Customers on eligible plans may be offered a separate Service Level Agreement specifying uptime commitments, support response times, and associated remedies. Scheduled maintenance and events beyond Kira's reasonable control are excluded from any availability commitment.
9. Intellectual Property
9.1 Kira and its licensors retain all right, title, and interest in and to the Services, the underlying software, and all related intellectual property, excluding Customer Data and Output.
9.2 If the Customer submits feedback or suggestions regarding the Services, Kira may use such feedback without restriction or obligation to the Customer.
9.3 Neither party acquires any rights in the other's trademarks, logos, or trade names under this Agreement, and neither party may use the other's marks without prior written consent, except as necessary to identify the parties' relationship in ordinary business communications.
10. Confidentiality
10.1 "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including Customer Data, security practices, and pricing terms.
10.2 The receiving party will (a) protect Confidential Information using at least the degree of care it applies to its own similarly sensitive information, and no less than reasonable care; (b) use it solely to perform its obligations under this Agreement; and (c) disclose it only to employees, contractors, or advisors with a need to know, who are bound by confidentiality obligations at least as protective as those herein.
10.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without confidentiality restriction, is independently developed without reference to the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.
10.4 The receiving party may disclose Confidential Information where compelled by law, provided it gives the disclosing party prompt notice (where legally permitted) and reasonable assistance in seeking a protective order.
11. Data Protection and Security
11.1 Kira processes personal data contained in Customer Data in accordance with its Privacy Policy and, to the extent applicable, a Data Processing Addendum incorporating the European Commission's Standard Contractual Clauses and equivalent UK transfer mechanisms.
11.2 With respect to personal data in Customer Data, the Customer is the controller and Kira acts as processor, processing such data solely on the Customer's documented instructions as set out in this Agreement and the Data Processing Addendum.
11.3 Kira maintains technical and organizational security measures as described on its Security & Compliance page and will notify the Customer of a confirmed security incident affecting Customer Data without undue delay and in accordance with applicable law.
11.4 Audit Reports. Upon the Customer's written request, but no more than once per calendar year, Kira will provide the Customer a copy of its most recent independent security audit report or attestation then available, which will be treated as Kira's Confidential Information under Section 10.
12. Third-Party Integrations
The Services may interoperate with third-party products that the Customer elects to connect. Such products are governed solely by their own terms and privacy policies, and Kira disclaims responsibility for their operation. The Customer authorizes Kira to exchange Customer Data with a connected third-party product to the extent necessary to provide the requested integration.
13. Term and Termination
13.1 Term. This Agreement commences on the Customer's acceptance and continues for the Subscription Term stated in the applicable Order, renewing as described in Section 5.1.
13.2 Termination for Cause. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice describing the breach.
13.3 Suspension. Kira may suspend the Customer's access to the Services where reasonably necessary to prevent harm to the Services, other customers, or third parties, or to comply with applicable law, and will use commercially reasonable efforts to provide advance notice where practicable.
13.4 Effect of Termination. Upon termination or expiration, the Customer's right to access the Services ceases. The Customer may export Customer Data for 30 days following termination, after which Kira will delete or de-identify such data in accordance with its data retention practices, except where longer retention is required by law.
13.5 Survival. Sections 6.1 (Ownership), 9 (Intellectual Property), 10 (Confidentiality), 11 (Data Protection, to the extent required to wind down processing), 14 (Warranties and Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), and 18 (General Provisions) survive termination or expiration of this Agreement.
14. Warranties and Disclaimers
14.1 Each party represents that it has the legal authority to enter into this Agreement.
14.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." KIRA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.3 The Customer acknowledges that Output is generated using artificial intelligence and may be inaccurate, incomplete, or unsuitable for a particular purpose. The Customer is solely responsible for reviewing and validating Output before relying on it, and Output does not constitute professional advice of any kind.
15. Limitation of Liability
15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO KIRA IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 The limitations in this Section 15 do not apply to: (a) a party's breach of its confidentiality obligations under Section 10; (b) the Customer's payment obligations under Section 5; (c) either party's indemnification obligations under Section 16; or (d) liability that cannot be limited or excluded under applicable law.
16. Indemnification
16.1 By Kira. Kira will defend the Customer against any third-party claim alleging that the Services, as provided by Kira and used in accordance with this Agreement, infringe that third party's intellectual property rights, and will indemnify the Customer against damages finally awarded or amounts agreed in settlement.
16.2 By Customer. The Customer will defend Kira against any third-party claim arising from Customer Data, the Customer's use of the Services in violation of this Agreement or the Usage Policy, or the Customer's violation of applicable law, and will indemnify Kira against damages finally awarded or amounts agreed in settlement.
16.3 Procedure. The indemnified party will provide prompt written notice of the claim, allow the indemnifying party to control the defense and any settlement, and provide reasonable cooperation at the indemnifying party's expense.
17. Dispute Resolution
17.1 The parties will attempt in good faith to resolve any dispute arising out of this Agreement through informal negotiation between designated representatives within 30 days of written notice of the dispute.
17.2 If the dispute is not resolved through informal negotiation, it will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each party consents to the personal jurisdiction of such courts, unless the parties have separately agreed to binding arbitration in an Order.
18. General Provisions
18.1 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it without consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all its assets.
18.2 Force Majeure. Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or internet or utility failures.
18.3 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
18.4 Notices. Notices under this Agreement must be in writing and delivered to the addresses or email addresses designated by each party in its account or Order.
18.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
18.6 Entire Agreement. This Agreement, together with the applicable Order and any incorporated policies, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings.
18.7 Amendments. Kira may update this Agreement from time to time; material changes will be communicated with reasonable advance notice. Continued use of the Services after the effective date of an amendment constitutes acceptance of the revised terms.
18.8 No Waiver. Failure to enforce any provision of this Agreement is not a waiver of the right to enforce that or any other provision.
Related Policies and References
Frequently asked questions
Quick answers to common questions.
If you use Kira on behalf of an organization or for business purposes, these Commercial Terms apply. If you use Kira for personal use, the Individual Terms apply instead.
You do. The Customer retains ownership of Customer Data and Output at all times, and Kira does not use it to train models unless you separately opt in.
Yes, once per calendar year, upon written request, subject to standard confidentiality protections.
Yes. Kira may update this Agreement from time to time and will provide reasonable advance notice of material changes. Continued use of the Services after an update takes effect constitutes acceptance of the revised terms.