Terms of Service

The Services mean the services to be provided by Kira Systems, comprised of (i) access to Kira Systems’ proprietary software application for reviewing and analyzing contracts, data or other information (“Documents”), together with any fixes, updates, enhancements or upgrades thereto, but not including additional modules for the Application, or new products or services that Kira Systems may make available from time to time (“Upgrades”) (collectively, the “Application”) via cloud or local installation; (ii) support, training and maintenance services; and (iii) any other services specified in any P.O.C. or order(s) relating to User’s account, or statement(s) of work entered into by User and Kira Systems (collectively “Order Form(s)”).

If this Agreement is entered into as part of a P.O.C., the Agreement shall terminate as indicated on the most recently executed P.O.C. order form. In all other circumstances, the term of this Agreement will continue unless and until terminated by either party upon written notice to the other party. Kira Systems may provide the User with notice of termination by email to the User contact listed on the Registration Page. The following provisions will survive any termination of this Agreement: Section 3 (“Intellectual Property Rights; License”) (except as expressly provided therein), Section 4 (“Confidentiality”), Section 5 (“Privacy”), Section 6 (“Cross Border Data Transfers”), Section 7 (“Representations and Warranties; Disclaimer”), Section 8 (“Liability”), Section 9 (“Changes to Agreement; Inactivity or Cancellation or Termination of Subscription”) and Section 10 (“Miscellaneous”).

User Data

The User retains all right, title and interest (including, but not limited to, intellectual property rights) in and to the Documents, any reports generated by the Application based on the Documents (“Reports”), the User’s Confidential Information and any data that a User uploads or enters into the Application (the “User Data”). During the term of this Agreement, the User grants Kira Systems a non-exclusive license to access the User Data in order to generate usage data that does not identify, or reasonably permit identification of User Data (the “Usage Data”).

Kira Technology

Kira Systems retains all right, title and interest (including, but not limited to, intellectual property rights) in and to the Services, the Application, including all of the software, code, interfaces, processes, images, graphics, text or other materials contained therein, and other technology used by Kira Systems in providing the Services (the “Kira Technology”), Kira Systems’ Confidential Information, any documentation made available to User by Kira Systems for use with the Services, the collective ideas, know-how, inventions, methods, or techniques developed or conceived as a result of providing the Services hereunder, including any derivative works, improvements, enhancements and/or extensions made to the Services and any information reflecting the access or use of the Application by or on behalf of Customer or any User, including but not limited to visit-, session-, impression-, click through- or click stream-data and any statistical or other analysis, information or data based on or derived from any of the foregoing (“the Usage Data”). Any modifications to the Services, including in response to the User’s paid-for customization request, will be the sole property of Kira Systems. During the term of this Agreement and in accordance with this Agreement, Kira Systems grants to the User a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable worldwide license to permit Users to access and use the Application solely for the User’s internal business purposes.

User Responsibilities

The User will limit access to the Services to its personnel who have a need to use the Services in the normal course of their duties. The User shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Application; (ii) copy, modify or create derivative works based on the Application; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer User’s rights to use the Application; (iv) use the Application for timesharing or service bureau purposes; (v) use the Application to develop any similar or competitive service; (vi) use the Services or any Documents or Reports in violation of any applicable laws or third party rights; introduce any viruses, worms, malware or other destructive code into the Application; (viii) bypass any measures Kira Systems uses to restrict access to the Application, (ix) remove or modify any proprietary marking or restrictive legends placed on the Application, or (x) use the Services to store or transmit malicious code, or to transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. User represents, warrants and covenants on behalf of itself and its Users that it: (i) has all necessary rights to use the Documents in connection with the Application without violating any fiduciary duty, duty of confidentiality, contractual obligation or applicable laws; (ii) will not use, or permit the use of, the Services, the Documents or the Reports for illegal, fraudulent, or unethical purposes or otherwise in a manner that could give rise to civil or criminal liability; and (iii) will not interfere with or impede the ability of others to use the Services. User shall ensure that it and its Users comply with the provisions of the Agreement applicable to use of the Services and shall be liable for any and all use of and access to the Application by any Users.

The parties acknowledge and agree that each party (the “Receiving Party”) has and will have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) information relating to the Disclosing Party’s methods, processes, code, data, information technology, network designs, passwords, and sign-on codes; (iii) the terms of this Agreement; and/or (iv) any other information that is designated as confidential by the Disclosing Party. Confidential Information of Kira Systems shall also include the Services, and Confidential Information of the User shall also include the Documents and Reports. Confidential Information does not include information that is or was, at the time of the disclosure: (i) generally known or available to the public; (ii) received by Receiving Party from a third party; (iii) already in Receiving Party’s possession prior to the date of receipt from Disclosing Party; or (iv) independently developed by the Receiving Party without reference to Disclosing Party’s Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party. At all times the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (2) not use the Disclosing Party’s Confidential Information other than as permitted under this Agreement, and (3) not disclose, distribute, or disseminate the Confidential Information to any third party, except as permitted by this Agreement.

User’s access to the Services is via the Kira Systems website. As such, a User’s interaction with the website, and any information that may be collected by the website, is governed by the website’s Privacy Policy which may be updated from time to time. User agrees to receive announcements from Kira Systems regarding the operation of the Services as well as marketing and other non-critical Service-related communications from time to time.

Without limiting the following, Kira Systems shall maintain appropriate physical, technical and administrative safeguards for protection of the security, confidentiality and integrity of the Documents. User acknowledges that the structure of the systems used in connection with the Services makes it technically possible for a limited number of Kira Systems personnel to access the Documents. Kira Systems personnel will only access the Documents subject to the confidentiality restrictions in Section 4 hereof, and with the consent of User or to the extent reasonably required (i) to perform the Services on behalf of User; (ii) to investigate or correct a system error or otherwise improve the Services; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the provisions hereof; or (vii) to enforce/protect the rights and properties of Kira Systems.

For Users that are required to comply with international data protection laws and regulations governing the international or cross-border data transfer of information, and who are not using the Services via a local installation option, please be advised that the data centers in which the infrastructure for the Services, Documents and User Data are housed are located in the jurisdiction listed on the applicable Order Form. User must not use the Services if this causes conflict with User’s local data protection laws.

Each party represents and warrants that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, KIRA SYSTEMS DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, KIRA SYSTEMS MAKES NO WARRANTY THAT (I) THE SERVICES, INCLUDING THE KIRA TECHNOLOGY, THE REPORTS, OR ANY OTHER SERVICES OR DELIVERABLES PROVIDED HEREUNDER (COLLECTIVELY, THE “MATERIALS”) WILL MEET THE REQUIREMENTS OF USER OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT PROVIDED BY KIRA SYSTEMS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR RELIABLE, OR (IV) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY KIRA SYSTEMS, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.

EXCEPT FOR DAMAGES ARISING FROM A PARTY’S FRAUD OR WILLFUL MISCONDUCT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS: IN NO EVENT WILL (I) EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE, OR LOSS OF OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, EXCEED ONE HUNDRED DOLLARS ($100). To the extent any liability of a party cannot be disclaimed, excluded or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.

Kira Systems may amend the terms of this Agreement from time to time by posting the revised terms of this Agreement on Kira Systems’ website and/or by providing written notice of such amendment to the User (which notice may be provided via email to the User contact listed on the Registration Page). Any revised terms of this Agreement will take effect from the date of posting or notice to the User, unless otherwise specified in such posting or notice. The User should check Kira Systems’ website frequently for any such revisions. The User’s continued use of the Services shall be deemed to constitute its acceptance of any such revised terms of this Agreement.

Upon a prolonged period of inactivity, or any cancellation or termination of User’s subscription to the Services, Kira Systems will have no obligation to maintain or provide access to the Documents, the Reports, or the User Data. If a User’s account is inactive for ninety (90) days, Kira Systems reserves the right to delete or destroy all copies of the Documents, the Reports, and the User Data without providing notice, unless legally prohibited. Furthermore, Kira Systems reserves the right to delete or destroy all copies of the Documents, the Reports, and the User Data in the normal course of operation any time after the expiry of thirty (30) days after the cancellation or termination of User’s subscription to the Services. The Documents, Reports, and the User Data cannot be recovered once they are deleted or destroyed.

Relationship of the Parties

The relationship of the parties under this Agreement is one of independent contractors. This Agreement does not create an agency, partnership, franchise, joint venture, fiduciary or employment relationship between the parties.

Entire Agreement

If Company has entered into an Order Form with Kira Systems, the terms of the most recent Order Form shall supersede this Agreement. If Company has entered into a non-disclosure agreement (or similar agreement) with Kira Systems, the terms of the non-disclosure agreement shall prevail where any terms conflict with this Agreement. This Agreement sets forth the entire agreement of the parties as to its subject matter and, other than stated in this Agreement, supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter.

Force Majeure

Neither Party shall be in default if its failure to perform or delay in performing any obligation under the Agreement (other than payment obligations) is caused by Force Majeure.

Assignment

Neither Party may assign this Agreement or any Order Form, in whole or in part, without the other Party’s prior written consent, not to be unreasonably withheld; provided, however, that Kira Systems may assign the Agreement without User’s consent to any entity that acquires all or substantially all of the business or assets of Kira Systems related to the Services, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment made in conflict with this provision shall be void. This Agreement is binding upon and will inure to the benefits of each of the parties and their respective successors and assigns. Nothing in this Agreement is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement.

Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right unless expressly acknowledged and agreed to by both parties in writing. A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

Severability

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. If any provision of the Agreement, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, the Parties shall negotiate in good faith amendments to the Agreement to reflect the original intent of the Parties as closely as possible. Such invalid provision or portion thereof will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by applicable laws. In the case of any conflict or inconsistency between the provisions of an Order Form and the provisions of this Agreement, the provisions of these Agreement shall govern, unless the applicable provision in the Order Form is expressly stated to supersede a conflicting provision in this Agreement.

Governing Law and Jurisdiction

This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the Province of Ontario, without reference to the choice of law rules thereof. The Parties agree to submit to the exclusive jurisdiction over all disputes hereunder in the courts in the Province of Ontario, Canada.