Kite Compliance Terms of Service

Last Updated: September 2, 2025

These Kite Compliance Terms of Service (this “Agreement”) govern your or the company or entity on whose behalf you entered this Agreement (“Customer” or “you”) use of the Services (as defined below) as made available by Kite Compliance, Inc. (“Kite Compliance” or “we”). Kite Compliance and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. AGREEMENT TO TERMS AND CONDITIONS.

This Agreement is effective, and you agree to be bound by this Agreement, on the earlier of: (i) the date that you first click a button titled “Create Account” or “I Agree”; or (ii) the date that you first access the Services (“Effective Date”). If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have the authority to bind Customer to the terms and conditions of this Agreement.

2. DEFINITIONS.

1. “Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the Services.
2. “Documentation” means the documentation relating to the Services if and as provided by Kite Compliance to Customer (including any revised versions thereof), which may be updated from time to time upon notice to customer.
3. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
4. “Kite Compliance IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, Documentation, Account Information (as defined below), Service Information (as defined below), and all artificial intelligence (AI)-generated responses to requests for information that are produced by the Services (“Output”), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
5. “Services” means the compliance management services accessible via the compliance management platform that is powered by artificial intelligence.

3. PRIVACY NOTICE‍

Please review Kite Compliance’s Privacy Notice, available at [URL] which also governs how Kite Compliance collects, uses and shares personal information including, without limitation, personal information about Customer’s and its Authorized Users’ use of the Services (“Account Information”).

4. ACCESS AND USE

1. Services. Subject to the terms and conditions of this Agreement, Kite Compliance hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 12(a)) right to use (and permit Authorized Users to and use) the Services in accordance with the Documentation and the terms of this Agreement.
2. Right to Use Output. Subject to Customer’s compliance with the terms and conditions of this Agreement, Kite Compliance hereby grants to Customer a limited, non-exclusive, non-transferable (except pursuant to Section 12(a)) and perpetual right to use the Output; provided that Customer may not: (i) use Output to develop AI or machine learning models that compete with Kite Compliance; (ii) sell or share Output to any third parties; or (iii) represent that Output from the Services was human-generated. Kite Compliance may use the Output to provide, maintain and improve the Services and Kite Compliance’s other related products, services, and technologies and to comply with applicable law.
3. Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Kite Compliance for use expressly for such purposes; (vii) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark any of the Services; (viii) post, upload, transmit or provide any Customer Materials (as defined below) that Kite Compliance reasonably deems to be unlawful, harmful, abusive or otherwise violates this Agreement; or (ix) use the Services to help develop, or help provide to any third party, any product or service similar to or competitive with the Services. The use restrictions in this Section 4(c) also apply to aspects of the Services provided or powered by third parties, including without limitation, third-party services provided by X.AI LLC.
4. Authorized Users. Customer may permit Authorized Users to use the Services in accordance with the Documentation and the terms of this Agreement, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of this Agreement, including, without limitation, with Customer’s obligations and the restrictions set forth in Sections 4(b) and 4(c). Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Kite Compliance if Customer knows or reasonably suspects that any username and/or password has been compromised.
5. Ownership of Kite Compliance IP. Subject to the limited rights expressly granted hereunder, Kite Compliance reserves and, as between the Parties will solely own, the Kite Compliance IP and all rights, title and interest in and to the Kite Compliance IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
6. Feedback. From time to time Customer or its employees, contractors, representatives may provide Kite Compliance with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Kite Compliance a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Kite Compliance’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.
7. Third-Party Services. Certain features and functionalities within the Services integrate with and depend upon third-party services, products, technology and content (collectively, “Third-Party Services”). Kite Compliance does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.

5. SERVICES AND AGREEMENT MODIFICATIONS.

1. Modifications to the Services. We may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Services at any time. You agree that we do not have any maintenance or support obligations with respect to the Services. Subject to applicable law, we may change the Services at any time, for any reason, without notice or liability to you.
2. Modifications to the Agreement. We may update the Agreement from time to time in our sole discretion. If we do, we will let you know by posting the updated Agreement on Kite Compliance’s website and/or may also send other communications. It is important that you review the Agreement whenever we update them, or you use the Services. If you continue to maintain an account with or otherwise use the Services after we have posted updated Agreement, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not access or use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
3. CUSTOMER MATERIALS. Customer hereby grants Kite Compliance and its licensors a non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, perform and modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Services and for the purpose of creating or developing Service Information. As between Customer and Kite Compliance, Customer owns and retains all right, title and interest in and to all Customer Materials. In addition, Kite Compliance may develop or derive data or insights in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any Output, usage data or trends with respect to the Services (“Service Information”). “Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or to Kite Compliance in connection with Customer’s use of the Services, but excluding, for clarity, Account Information, Service Information, and any other information, data, data models, content or materials owned or controlled by Kite Compliance and made available through or in connection with the Services.

PUBLICITY. Either Party may, with the other Party’s prior written consent (which will not be unreasonably withheld), use or refer to the other Party’s name, trademarks, service marks, or logos in any marketing materials, business development activities, press releases or other publicity-related matter for the purpose of marketing, publicizing or promoting a Party’s business.

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

1. Customer Representations and Warranties. Customer represents and warrants that Kite Compliance’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party.
2. Disclaimer. THE SERVICES AND OTHER KITE COMPLIANCE IP ARE PROVIDED ON AN “AS IS” BASIS, AND WITHOUT ANY REPRESENTATION, CERTIFICATION, GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. KITE COMPLIANCE AND ITS LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE KITE COMPLIANCE IP, THE SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER, AND KITE COMPLIANCE AND ITS LICENSORS EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. KITE COMPLIANCE AND ITS LICENSOR MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. KITE COMPLIANCE AND ITS LICENSORS MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES.
3. Similarity, Accuracy and Appropriateness of Output. THE SERVICES AND ANY OUTPUT PROVIDED THROUGH THE SERVICES IS NOT INTENDED TO BE LEGAL ADVICE. KITE COMPLIANCE USES THE THIRD-PARTY SERVICES OF AI PROVIDERS, INCLUDING WITHOUT LIMITATION, ANTHROPIC IRELAND, LIMITED AND ANTHROPIC, PBC TO GENERATE OUTPUT. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE, AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR KITE COMPLIANCE OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE, OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE CUSTOMER MATERIALS PROVIDED AND CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, KITE COMPLIANCE WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE OUTPUT, CUSTOMER MATERIALS, OR THEIR USE. CUSTOMER SHALL EVALUATE THE CONTENT, NATURE, TONE AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT.

7. TERMINATION.

We may suspend or terminate your access to and use of any or all the Services, with no liability or notice to you in the event that (a) we believe or have determined that you breached this Agreement; or (b) we otherwise deem it necessary to terminate this Agreement in our sole discretion, for any reason. You may cancel your account at any time by sending us an email at [email address]. Upon any termination of this Agreement, the rights granted to you will automatically terminate, you may no longer exercise any of those rights or this Agreement.  The following sections will survive termination of this Agreement: 4(b), 4(c), 4(e), 4(f), 6, 7, 8, the last two sentences of Section 9, 10, 11, and 12.

8. LIMITATION OF LIABILITY

1. Limitation of Liability. EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
2. Total Liability. IN NO EVENT WILL KITE COMPLIANCE’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT KITE COMPLIANCE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

9. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold Kite Compliance and its employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, costs and expenses (including, without limitation, attorneys’ fees, costs, and expert witnesses’ fees) that arise out of or in any way are connected with: (a) Customer’s and its Authorized Users’ access to or use of the Services; (b) the Customer Materials; (c) any claim that, if true, would constitute a breach by Customer of this Agreement; or (d) any claim that is based on the manufacture, sale, distribution or marketing of any Customer’s products or services.

10. GENERAL

1. Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between Kite Compliance and Customer regarding use of the Services, and this Agreement supersedes and replaces all prior oral or written understandings or agreements between Kite Compliance and Customer regarding the Services. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect. Except where provided by applicable law in your jurisdiction, Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Kite Compliance’s prior written consent. Any attempt by Customer to assign or transfer this Agreement absent Kite Compliance’s consent or Customer’s statutory right, without such consent, will be null and void in its entirety. Kite Compliance may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and any permitted assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than Customer and Kite Compliance and each Party’s respective successors and permitted assigns.
2. Notices. Any notices or other communications provided by Kite Compliance under this Agreement will be given by posting to the Services.
3. Waiver of Rights. Kite Compliance’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Kite Compliance. Except as expressly set forth in this Agreement, the exercise by either Party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
4. Export Regulation. Customer will comply with all applicable export, sanctions and foreign corruption laws and regulations of the United States (“Trade Laws”) to ensure that the Services are not: (i) exported or re-exported directly or indirectly in violation of Trade Laws; or (ii) used for any purposes prohibited by the Trade Laws.
5. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction.  The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.  Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York, New York, and the Parties irrevocably consent to the personal jurisdiction and venue therein.
6. Contact Information. If Customer has any questions about this Agreement or the Services, please contact Kite Compliance at support@kitecompliance.ai.

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