1. Introduction
These Terms of Service ("Terms") govern your access to and use of the software-as-a-service platform and related services provided by Kiraa ("Kiraa," "we," "our," or "us"). By accessing or using our services, you ("Customer," "you," or "your") agree to be bound by these Terms.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use our services.
These Terms apply to all users of the Kiraa platform, including administrators, authorised users, and any other individuals who access the services under a Customer account.
2. Acceptance of terms
By clicking "I agree," signing an Order Form, or otherwise accessing or using the Kiraa platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and any applicable Order Form, Statement of Work, or other agreement incorporated herein by reference (collectively, the "Agreement").
If Kiraa and the Customer have entered into a separate written Master Services Agreement or Enterprise Agreement, the terms of that agreement shall take precedence over these Terms to the extent of any conflict.
Kiraa reserves the right to update or modify these Terms at any time. We will provide notice of material changes by updating the "Last Updated" date at the top of this page or by sending notice to the email address associated with your account. Your continued use of the services following such notice constitutes your acceptance of the revised Terms.
3. Use of the service
Subject to Customer's compliance with this Agreement and timely payment of all applicable fees, Kiraa grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Kiraa platform solely for Customer's internal business operations during the subscription term.
Customer is responsible for all activities that occur under its account and for ensuring that its authorised users comply with these Terms. Customer shall not:
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the platform or any component thereof.
• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make the platform available to any third party.
• Use the platform to develop a competing product or service, or to benchmark the platform against a competing product.
• Introduce any malicious code, viruses, worms, or other harmful software into the platform.
• Attempt to gain unauthorised access to any part of the platform, its related systems, networks, or data.
• Use the platform in any way that violates applicable laws, regulations, or the rights of any third party.
Kiraa reserves the right to suspend or terminate access to the platform for any Customer or user that violates these restrictions.
4. Accounts and registration
To access the Kiraa platform, Customer must create an account and designate one or more administrators. Customer agrees to provide accurate, current, and complete information during registration and to maintain and promptly update that information.
Customer is responsible for maintaining the confidentiality of all account credentials, including usernames, passwords, and API keys. Customer must immediately notify Kiraa of any known or suspected unauthorised access to or use of its account.
Kiraa may limit the number of authorised users permitted under a subscription as specified in the applicable Order Form. Customer may not share login credentials across multiple individuals. Each authorised user must have their own unique credentials.
Kiraa shall not be liable for any loss or damage arising from Customer's failure to maintain the security of its account credentials or from any unauthorised access resulting from such failure.
5. Intellectual property
Kiraa retains all right, title, and interest in and to the platform, including all software, models, algorithms, interfaces, documentation, and all intellectual property rights therein. Nothing in this Agreement transfers any ownership rights in the platform to Customer.
Customer retains all right, title, and interest in and to any data, content, or materials that Customer uploads, submits, or makes available through the platform ("Customer Data"). Customer grants Kiraa a limited, non-exclusive licence to process Customer Data solely to the extent necessary to provide the services as described in this Agreement.
Kiraa shall not use Customer Data to train, fine-tune, or improve any AI models or products without Customer's prior written consent.
Any feedback, suggestions, or ideas that Customer provides to Kiraa regarding the platform may be used by Kiraa without restriction or compensation to Customer. Kiraa shall own all intellectual property rights in any improvements, enhancements, or derivative works developed by Kiraa, including those informed by Customer feedback.
6. Confidentiality
Each party ("Receiving Party") may receive confidential information from the other party ("Disclosing Party") in connection with this Agreement. "Confidential Information" means any information disclosed by the Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, technical data, pricing, software, and Customer Data.
The Receiving Party agrees to: (i) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care; (ii) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent; and (iii) use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.
These obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed without use of or reference to the Confidential Information; or (d) is required to be disclosed by applicable law or a valid court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates with efforts to seek a protective order.
Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of five (5) years.
7. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
KIRAA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO KIRAA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations set forth in this section shall apply regardless of the form of action and shall not be limited by any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.
Neither party shall have any liability for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, government action, or failure of third-party infrastructure providers ("Force Majeure Events").
8. Termination
Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.
Kiraa may suspend or terminate Customer's access to the platform immediately upon written notice if: (i) Customer fails to pay any amount due under this Agreement and such failure is not cured within ten (10) days of written notice; (ii) Customer's continued use poses a security risk to the platform or other customers; or (iii) Kiraa is required to do so by law or regulatory authority.
Upon expiration or termination of this Agreement for any reason: (i) all rights and licences granted to Customer shall immediately terminate; (ii) Customer shall promptly cease all use of the platform; and (iii) each party shall return or destroy the other party's Confidential Information upon request.
Following termination, Kiraa will make Customer Data available for export for a period of thirty (30) days, after which Kiraa may delete Customer Data from its systems. Provisions that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, and governing law, shall survive.
9. Updates to these terms
Kiraa reserves the right to modify these Terms at any time. For non-material changes, Kiraa will update the "Last Updated" date at the top of this page. For material changes that adversely affect Customer's rights, Kiraa will provide at least thirty (30) days' prior written notice via email to the account owner or by displaying a prominent notice within the platform.
If Customer objects to any material change, Customer's sole remedy is to terminate its use of the services prior to the effective date of the change. Customer's continued use of the platform after the effective date of any modification constitutes acceptance of the updated Terms.
This Agreement is governed by the laws of England and Wales, without regard to its conflict of law provisions. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or in connection with this Agreement, provided that either party may seek injunctive or other equitable relief in any jurisdiction to prevent irreparable harm.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and representations, whether written or oral.
10. Contact us
If you have any questions about these Terms of Service, or if you wish to exercise any rights described herein, please contact us:
Kiraa
Email: legal@kiraa.ai
Website: www.kiraa.ai
For enterprise customers with an active contract, please contact your dedicated account manager or customer success representative in the first instance.
Notices under this Agreement shall be in writing and delivered by email or by overnight courier to the addresses specified in the applicable Order Form or as otherwise notified in writing. Notices to Kiraa shall be sent to legal@kiraa.ai and shall be deemed effective upon confirmation of receipt.
