Acceptable Use Policy

KILI ACCEPTABLE USE POLICY

Last Updated: November, 14th 2022

PLEASE READ THE FOLLOWING ACCEPTABLE USE POLICY (THE “AUP”) OF KILI TECHNOLOGY SAS AND ITS AFFILIATES (“KILI”), APPLICABLE TO ANY USER ACCESSING OR USING THE KILI SOLUTION (“USER”).

THE PURPOSE OF THIS AUP IS TO DEFINE THE TERMS AND CONDITIONS OF ACCESS AND USE OF THE KILI SOLUTION BY THE USERS MADE AVAILABLE BY KILI.

THIS AUP IS TO BE READ WITH KILI TERMS AND CONDITIONS AND WILL COMPLETE SUCH TERMS AND CONDITIONS.

BY ACCESSING OR USING THE KILI SOLUTION AND SERVICES, OR SUBSCRIBING TO USE THE KILI SOLUTION AND SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AUP AND IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AUP, DO NOT ACCESS AND/OR USE THE KILI SOLUTION AND SERVICES.

THIS ACCEPTANCE TAKES PLACE THE FIRST TIME THE USER CONNECTS TO THE SOLUTION. THE USER IS THEN INVITED TO SCROLL DOWN THE AUP AND THEN CLICK ON THE BOX "I HAVE READ AND ACCEPT THE ACCEPTABLE USE POLICY" IF HE OR SHE ACCEPTS THEM (BY CLICKING ON THIS BOX), THE USER ACKNOWLEDGES HAVING READ THE AUP, HAVING UNDERSTOOD THEM AND FULLY ACCEPTING ALL OF THEIR PROVISIONS, WITHOUT RESTRICTION OR RESERVATION.

1. Access to the Kili Solution

User represents and warrants that the information it provides upon registration is accurate and warrants to update such information if the registration information changes. User is solely responsible for maintaining the confidentiality of its’s login credentials. User will not share its account or password with anyone, and must protect the security of its account and password. User is responsible for any activity associated with your account.

User shall comply with all terms and conditions required by third party providers of any data, product, services User might use with the Kili Solution. Kili is not responsible or liable for the operation, content, functions, accuracy, legality, appropriateness, or any other aspect of such party products or services.

User acknowledges the limits specific to any connection to an Internet network. The User is responsible for accessing the Kili Solution in good technical conditions (including hardware, software, telecommunications), in the reasonable opinion of the User. All costs relating to accessing the Kili Solution and its use, whether they be hardware, software or Internet access costs, are exclusively the responsibility of the User. The User is solely responsible for the proper functioning and appropriate security of his/her computer equipment and internet access, to the extent this can be reasonably controlled by the User.

2. Availability of the Kili Solution

Kili Solution will be accessible to Users subject to the Terms and Conditions and User expressly acknowledges that suspensions, interruptions or limitations of any part of the Kili Solution may occur for maintenance reasons, update, or in case of force majeure, subject always to the Terms and Conditions.

Users agree that, subject to the Terms and Conditions, Kili is entitled to suspend or discontinue any part of the Kili Solution and Services, or Kili may introduce new features or impose limits on certain features or restrict access to parts or all of the Kili Solution or Services.

3. Restrictions of Use

It is strictly prohibited for the User to, and to allow or encourage any other User or third-party to use the Kili Solution or Services:

a) to reverse engineer, decompile, disassemble the Kili Solution or any portion of it; to modify, adapt, alter or translate, decompile, merge, develop versions or derivative works, reverse engineer, upgrade, improve or extend features or functionalities of the Kili Solution or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Kili Solution, except as expressly permitted by law and pursuant the Kili Terms and Conditions entered into between Kili and Customer;

b) to interfere in any manner with the operation of the Kili Solution or the hardware and network used to operate the Kili Solution;

c) to modify, alter, remove, copy or make derivative works based on any part of the Kili Solution or Documentation or any proprietary markings included in the Kili Solution;

d) to copy the Kili Solution unless otherwise instructed by Kili when solely needed for disaster recovery purposes, in case of force majeure;

e) to sublicense, lease, sell, resell, rent, loan, distribute, transfer, assign or otherwise your rights for the benefit of any third party;

f) to attempt to access the Kili Solution through any unapproved interface;

g) to copy, remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Kili or its licensors on the Kili Solution or any copies thereof.

h) to upload into the Kili Solution any Customer Data that will (i) infringe any copyright, trademark, patent or any intellectual property rights of third parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic, abusive, or unlawful or (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Kili’s or third party’s system or data.

i) to intentionally distributes viruses, worms, Trojan Horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;

j) for the purpose of analyzing the Kili Solution for benchmarking purposes,

k) for the purpose of designing, modifying, creating a derivative work or creating any program that performs functions similar to the functions performed by the Kili Solution or to provide similar or competitive products or services of the Services or the Kili Solution;

l) or to misappropriate or infringe any rights or violate any laws or contracts;

m) to violate or encourage the violation of the legal or contractual rights of others or encourage, engage or promote unlawful activities; defame, harass or threaten Kili or others or organize any acts of violence.

The following is also strictly prohibited:

• any behaviour of such a nature as to interrupt, suspend, slow down or prevent the continuity of the Kili Solution and Services, any intrusion or attempted intrusion into Kili’s systems,
• any deliberate breach of security and authentication measures,
• any act which results in harm to the financial, commercial or moral rights and interests of Kili.

Subject to the Terms and Conditions, a violation of any of the foregoing is grounds for termination of your right to use or access the Kili Solution, without any formalities ("de plein droit"), and without prejudice to any compensation that may be claimed from the author of the said violation by Kili.

If User’s use of the Kili Solution and Services is prohibited by applicable laws, then User isn’t authorized to use the Kili Solution and Services.

More generally, User must use the Kili Solution in accordance with Kili Terms and Conditions entered into by Kili and the organization or entity to which User is acting on behalf (customer or partner), and in particular with all usage limitations set by Kili.

User cannot use the Kili Solution in anyway outside of the intended permitted use of the Kili Solution.

4. Personal Data

Subject to the Terms and Conditions, User shall refrain from uploading personal data to the Kili Solution, unless an account manager at Kili is expressly notified in writing at least one (1) week prior to such upload and expressly accepts in writing that Kili shall process such personal data in its capacity as data processor.

5. Intellectual Property

The Kili Solution and Documentation, any modifications thereto and all worldwide intellectual property rights, are the exclusive property of Kili and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to User regarding the Kili Solution, Documentation, or any part thereof.

Subject to the Terms and Conditions, User grants to Kili a non-exclusive, royalty-free, irrevocable license, to fully exploit any suggestions, ideas, enhancement requests, feedback, or recommendations User provides to Kili that relate to the Kili Solution and Services.

Subject to the Terms and Conditions, User also grants Kili a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, limited license to use, reproduce, display, distribute, transmit, perform, and create derivative works of the Customer Data in an aggregated or de-identified form (such data, once in aggregated or de-identified form, the “Usage Data”) during and after the term to: (A) improve the Services; (B) provide analytics and benchmarking services; and (C) generate and disclose statistics regarding use of the Services, provided, however, that no statistics will be disclosed to third parties in a manner that would directly identify Customer without Customer’s consent.

6. Guarantees

User is solely responsible for the integrity, accuracy and quality of the information, documents, content, data that he/she integrates into the Kili Solution.

Unless otherwise provided in the Terms and Conditions, the Kili Solution is provided “as is,” and, Kili makes no other warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties as to the suitability for a particular use or adequacy of the Kili Solution to the User's needs. Kili does not warrant that all errors can be corrected, or that operation of the Kili Solution will be uninterrupted or error-free.

Subject to the Terms and Conditions, access to the Kili Solution implies knowledge and acceptance of the characteristics and limitations of the Internet, in particular with regard to technical performance, response times for consulting, querying or transferring information, the risks of interruption, and more generally, the risks inherent to any connection and transmission on the Internet, the lack of protection of certain data against possible misappropriation and the risks of contamination by any viruses circulating on the network. It is up to the User to take reasonable measures to protect its own hardware, data, and/or software stored on its computer equipment against any damage.

7. Duration, suspension, termination

The AUP come into force as of their acceptance by the User and for the entire duration of access and use of the Kili Solution by the User.

Kili may suspend or terminate all or part of User’s use of the Kili Solution, if User violates its obligations under the AUP or the Kili Terms and Conditions entered into by the User or by User’s organization and Kili, or if Kili reasonably believes that User’s use of the Kili Solution or Services may adversely impact the Kili Solution, Kili’s or third parties’ rights, or more generally in the event of a violation of the applicable laws and regulations, subject always to the Terms and Conditions.

Kili may take all reasonable steps to notify User prior to suspend or terminate its access to the Kili Solution, depending on the breach and whether the breach can be cured within a reasonable period.

The effective date of suspension or termination will occur after a notice of 15 calendar days, except in case of serious breach likely to involve the civil or criminal liability of Kili and / or other Users or adversely impact the Kili Solution, Kili’s or third parties’ rights, in which case the suspension or termination will be immediate.

Kili may suspend or terminate such suspension or termination without prejudice to any other rights, actions and remedies that Kili may have for the purpose of compensating for any damages it may have suffered as a result of such breaches (subject always to the Terms and Conditions). Upon termination for any reason whatsoever, the User's access will be disabled.

8. Modification of the AUP

Kili reserves the right to update this AUP at any time on this page and the changes will be effective upon Kili’s publication of the updated AUP. Therefore, Kili recommend that User read this AUP regularly.

Your continued use of the Kili Solution and the Services expressly indicates your acceptance of Kili’s then-current AUP.