These Terms of Service (these “Terms”) govern Client’s access to and use of KYG Trade Inc.’s Platform, Services, and any content, products, or services made available through them.
The Services are offered subject to Client’s acceptance of these Terms, the applicable Sales Order, any executed Master Services Agreement, the Privacy Policy, applicable Additional Terms, and any Guidelines (collectively, the “Agreement”). By executing a Sales Order, registering for, accessing, or using the Services, Client agrees to be bound by the Agreement. If an individual accepts the Agreement on behalf of an entity, that individual represents and warrants that they have authority to bind that entity.
In the event of an inconsistency among the documents forming the Agreement, the following order of precedence applies: (1) the applicable Sales Order; (2) an executed Master Services Agreement, if any, but only to the extent it expressly governs the applicable Platform or Services; (3) these Terms; (4) applicable Additional Terms; (5) the Privacy Policy; and (6) Guidelines. A document’s silence on a subject does not create an inconsistency.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, OR OTHERWISE USING THE SERVICES, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE AGREEMENT. IF CLIENT DOES NOT AGREE TO THE AGREEMENT, CLIENT MUST NOT ACCESS OR USE THE PLATFORM OR SERVICES.
KYG may suspend or terminate access to, or use of, the Services as expressly permitted under the Agreement.
The original language of these Terms is English. KYG may make translations available for convenience. In the event of a conflict between the English version and a translation, the English version controls.
1. Definitions
Account means the primary means through which Client and its Users access and use the Services, subject to payment of applicable Fees.
Additional Terms means terms applicable to Client’s use of a particular feature, application, product, or service that KYG presents to Client or makes available through the Services.
Aggregated Data means data derived from Client Data or Client’s and its Users’ use of the Services that has been aggregated and/or de-identified so that it does not identify Client, any User, or any natural person.
Applicable Data Protection Law means all applicable laws and regulations relating to the processing of Personal Data, including, where applicable, the General Data Protection Regulation (EU) 2016/679, the UK GDPR, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and other applicable U.S. state privacy laws.
Attestation means the process of researching and finalizing a regulatory attribute linked to an Item.
Attestation Category means a category for an Attestation, including HTS, export, ESG, preferential origin, non-preferential origin, value, or other categories made available through the Services.
Authorization means the set of access rights and privileges assigned to a User by Client through the Platform.
Beta Service or Beta Services means a feature or functionality of the Services that is identified as beta, preview, evaluation, or pre-release and that KYG makes available to Client for testing or evaluation.
Client means the natural person or legal entity that accepts the Agreement with KYG.
Client Data means Files and all other digital data, information, and materials submitted to, uploaded to, stored in, processed by, or otherwise made available through the Services by or for Client, including data relating to Users, products, persons, Organizations, bills of materials, technical specifications, Attestations, classifications, and activities.
Confidential Information means non-public information disclosed by one party to the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including Client Data, the Services, KYG Materials, product plans, security information, pricing, and the terms of the Agreement. Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of the Agreement; (b) was known to the receiving party without confidentiality restrictions before disclosure; (c) is received from a third party without breach of a confidentiality obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.
Content means information and materials available through the Services or contained within the System, including regulations, rulings, articles, documents, brochures, presentations, images, audiovisual works, and other informational materials.
Documentation means KYG’s then-current user guides, technical documentation, and specifications for the Services that KYG makes generally available to Client.
Effective Date means the effective date specified in the applicable Sales Order or, if none is specified, the date Client first accepts these Terms.
Fee or Fees means the fees payable for Client’s use of the Services, as specified in the applicable Sales Order.
Files means documents of any kind, including images, spreadsheets, and text files, that Client uploads to the System and that are usually associated with a product or Attestation.
Guidelines means additional guidelines or rules applicable to particular features, applications, products, or services that KYG posts through the Platform or otherwise makes available to Client.
Item or Items means physical goods, technical information, or software for which Client creates Attestations through the Services.
KYG means KYG Trade, Inc., a Delaware corporation with its principal place of business at 220 Newport Center Dr., Suite 11391, Newport Beach, California 92660, USA.
KYG Materials means the Services, visual interfaces, graphics, design, systems, methods, information, computer code, software, data, Documentation, content, and all other elements of the Services, excluding Client Data.
Non-Reliance Materials means any product roadmap, forecast, estimate, demonstration, trial, beta description, statement of direction, marketing material, presentation, sales discussion, or other communication that is not expressly incorporated into a Sales Order or an executed Master Services Agreement and signed by an authorized representative of KYG.
Organization means a legal person, company, or other entity with which Client does business.
Personal Data means any information relating to an identified or identifiable natural person that KYG processes on behalf of Client, and any information defined as personal data, personal information, personally identifiable information, or a similar term under Applicable Data Protection Law.
Plan means the Services selected by Client through a Sales Order and the associated features, usage limits, and Fees.
Platform means KYG’s proprietary cloud-based software application and integrated technology solution, including the KYG Global Trade and Tariff Management (GTM) Compliance Platform and the KYG Trade ESG Attestation Platform™, accessible through the web and application programming interfaces.
Reseller means a third party that purchases Services from KYG for resale to Clients, bills those Clients directly, and provides those Clients with customer service.
Sales Order means the written agreement or electronic order confirmation by which Client purchases subscriptions, Services, professional services, fees, and/or a subscription term from KYG. A Sales Order may be titled a sales order, order form, statement of work, proposal accepted by KYG, online plan selection, or similar document.
Sensitive Information means: (a) payment-card information; (b) financial-account numbers, wire instructions, or bank-account credentials; (c) government-issued identification numbers; (d) biometric information; (e) protected health information; (f) personal information of children protected under applicable law; and (g) special-category, sensitive, or similarly protected personal data that the Services are not designed to process, in each case unless KYG expressly agrees in writing to process such information.
Services means the Platform, System, Web Site, Content, and all content, services, products, features, and functionality made available by KYG through the Platform.
System means the integrated cloud-computing solution used to provide the Services, including applications, software, hardware, databases, interfaces, associated media, Documentation, updates, content, releases, and other components or materials provided by KYG.
Trade Controls means all applicable economic and trade sanctions, export-control, anti-boycott, and similar laws and regulations, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, the U.S. Department of State, the European Union, the United Kingdom, and other applicable governmental authorities.
User means a natural person whom Client authorizes to access and use an Account on Client’s behalf.
Web Site means the web documents, including images and PHP and HTML files, made available through www.kygtrade.com, www.kyg.ai, their subdomains, and other domains owned or operated by KYG.
2. Authority to Enter into these Terms with KYG
The use of the Services is subject to acceptance of the Agreement. To accept the Agreement for itself or on behalf of Client, a person must have legal capacity and authority to do so. An individual accepting the Agreement must be at least 18 years old or have valid authorization from a legal representative or guardian. A legal entity accepting the Agreement must be duly organized and in good standing under applicable law.
These Terms are accepted when the first of the following occurs:
A. Client receives confirmation that an Account has been created and receives credentials from KYG to access the Account; or
B. Client or a User accesses any portion of the Services that does not require an Account.
Client may not access or use the Services for benchmarking or competitive analysis, or if Client is a direct competitor of KYG, without KYG’s prior written consent. This restriction does not prohibit Client’s authorized production use of the Services for its internal business purposes.
Once accepted, these Terms remain in effect until terminated in accordance with the Agreement.
3. Modifications to Terms
KYG may modify these Terms from time to time by posting updated Terms through the Platform or providing notice to Client. For self-service subscriptions without an executed Sales Order, updated Terms become effective upon posting or on the effective date stated in the notice.
For subscriptions purchased under an executed Sales Order, KYG may update these Terms during the applicable subscription term only to reflect changes in applicable law, address security or operational needs, prevent abuse, or make changes that do not materially diminish the core functionality, security, or data-protection commitments applicable to the purchased Services. KYG will provide reasonable advance notice of any material update unless earlier action is reasonably necessary for legal, security, or operational reasons. Any other material amendment to the Agreement during a committed subscription term requires the parties’ written agreement.
Client’s continued use of the Services after an effective update constitutes acceptance of that update, except to the extent an executed Sales Order or MSA provides otherwise.
4. Our Responsibilities
4.1 Provision of Services
KYG will: (a) make the Services and applicable Content available to Client in accordance with the Agreement; (b) provide standard support for the Services at no additional charge, or upgraded support if purchased by Client; and (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime, for which KYG will provide advance electronic notice where reasonably practicable, and unavailability caused by circumstances beyond KYG’s reasonable control.
Circumstances beyond KYG’s reasonable control include acts of God, governmental action, flood, fire, earthquake, civil unrest, acts of terrorism, labor disputes, internet-service-provider failures or delays, telecommunications failures, and denial-of-service attacks.
KYG may modify the Services as permitted by Section 8.3. If KYG offers a service-level agreement in a Sales Order or separately executed agreement, that service-level agreement governs the applicable availability commitment and service-credit remedy.
4.2 Protection of Client Data
KYG will maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data. Those safeguards include measures designed to prevent KYG personnel from accessing, using, modifying, or disclosing Client Data except: (a) to provide, secure, support, or improve the Services; (b) to prevent or address service or technical problems; (c) as compelled by law in accordance with Section 7.4; or (d) as Client or its Users expressly authorize in writing.
KYG may engage subprocessors and other service providers to provide the Services. KYG will maintain a current list of subprocessors that process Client Data in its Trust Center or will provide that list upon request. KYG will provide at least 10 business days’ prior notice before adding a new subprocessor that will materially process Personal Data, except where a shorter notice period is reasonably necessary to address an urgent security, legal, or service-continuity need. Client may submit questions or concerns regarding a new subprocessor to KYG during the notice period.
KYG will notify Client without undue delay after becoming aware of a confirmed security incident resulting in the unauthorized access to, acquisition of, loss of, or disclosure of Client Data in KYG’s possession or control. KYG will provide the information reasonably available to it regarding the incident and the measures KYG has taken or plans to take to investigate, mitigate, and remediate it, and will reasonably cooperate with Client’s obligations to notify affected individuals or regulators. KYG’s notification is not an acknowledgment of fault or liability.
5. Using the Services
5.1 Establishing an Account
Certain features, functions, and elements of the Services may be accessed only through an Account. A person creating an Account must:
A. complete the sign-up process on the Web Site or another process provided by KYG or a Reseller; and
B. accept these Terms by clicking “Log In,” “Register,” or a similar button, or by acknowledging these Terms within the application.
Each Client may have one or more Accounts as permitted by the applicable Sales Order. If several persons need access on Client’s behalf, Client must designate them as Users. Each User is subject to the Agreement.
If Client designates Users and grants them Authorization, those Users are deemed authorized to act on Client’s behalf when using the Account. KYG has no obligation to verify the validity of a User’s Authorization, but may request information reasonably necessary to verify a User’s credentials. KYG may deny access if it reasonably believes a User lacks Authorization.
A User may be associated with multiple Clients and Accounts. Removing a User from one Account does not remove that User from the Platform if the User remains associated with another Account.
Client and its Users must provide accurate, current, and complete information concerning Client, Users, and Accounts and must keep that information current.
5.2 Logging Into an Account
KYG will provide Client with a username and password (“Login Credentials”) for each User unless Client uses single sign-on or another authentication method approved by KYG. Login Credentials may not be shared by multiple individuals. Client and each User are responsible for maintaining the confidentiality of Login Credentials associated with an Account.
Client must promptly notify KYG of:
A. any disclosure, loss, or unauthorized use of Login Credentials;
B. a User’s departure from Client’s organization;
C. a material change in a User’s role; or
D. termination of a User’s right to access the Services.
5.3 Termination of Account
Client may terminate the Agreement only as provided in Section 17 and the applicable Sales Order.
5.4 Fees
Client will pay Fees as set forth in the applicable Sales Order. Unless otherwise stated in the Sales Order, Fees are invoiced and payable in advance on annual payment intervals. Client must pay all applicable taxes, levies, duties, and similar governmental assessments, excluding taxes based on KYG’s net income, property, or employees. Client will also reimburse pre-approved travel and other out-of-pocket expenses to the extent provided in the applicable Sales Order.
Usage exceeding the limits specified in the applicable Sales Order may be charged at the applicable usage rate and measurement unit specified in that Sales Order. KYG will provide reasonable usage reporting where available and may invoice applicable overage Fees in accordance with the Sales Order.
Except as expressly provided in the Agreement, Fees are non-cancelable and non-refundable. No refund or credit is due for a period during which Client did not use, only partially used, deactivated, or terminated an Account. If Client upgrades to a higher-priced Plan through an authorized process, KYG may apply the unused portion of prepaid Fees to the upgraded Plan as stated in the applicable Sales Order or upgrade order.
5.5 Changing Plans
For self-service subscriptions, Client may upgrade or downgrade a Plan through the Platform, subject to then-current plan terms. A downgrade may result in loss of features, functionality, capacity, or Client Data, and no refund, proration, or credit is due for amounts already paid.
For subscriptions purchased under an executed Sales Order, any change to the Plan, Services, usage limits, Fees, or subscription term requires a new Sales Order or other written agreement signed by both parties. The self-service plan-change provisions in this Section 5.5 do not apply to those subscriptions unless the applicable Sales Order expressly provides otherwise.
6. Payment
This Section 6 applies only if Client purchases Services directly from KYG. If Client purchases Services through a Reseller, payment terms are governed by Client’s agreement with the Reseller.
6.1 Payment Authorization
If the applicable Sales Order permits payment by credit card, debit card, ACH, or another electronic payment method, Client represents and warrants that it has the right to use the payment method submitted to KYG. Client authorizes KYG and its payment processors to charge the payment method for Fees and other charges due under the Agreement, including updated payment credentials received from the applicable payment-network provider.
Client must provide updated payment information when requested by KYG or when previously provided information is no longer valid. If KYG incurs costs to collect overdue undisputed amounts, Client will reimburse KYG for reasonable collection costs, including reasonable attorneys’ fees, court costs, and collection-agency fees, to the extent permitted by law.
6.2 Electronic Invoices
If Client pays by invoice, KYG will issue an electronic invoice in accordance with the applicable Sales Order. Client must pay all undisputed invoiced amounts by the due date stated on the invoice. Client must notify KYG in writing of any good-faith invoice dispute before the invoice due date and must timely pay all undisputed amounts.
6.3 Late Payments; Suspension
If Client fails to pay an undisputed amount when due, KYG may, without limiting its other rights and remedies: (a) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law; (b) recover reasonable costs incurred in collecting the overdue amount; and (c) after providing at least 10 days’ written notice, suspend Client’s access to the Services until all overdue undisputed amounts are paid in full. KYG may terminate the affected Services for nonpayment only as permitted under Section 17.
7. Client Data
7.1 Uploading Client Data to Platform
Client retains all right, title, and interest in and to Client Data. Client grants KYG a non-exclusive, worldwide, royalty-free right to host, copy, transmit, display, process, and use Client Data only as necessary to provide, secure, support, and improve the Services; comply with applicable law; and exercise KYG’s rights and perform its obligations under the Agreement.
Client is responsible for ensuring that: (a) Client and its Users do not submit, transmit, display, or otherwise make available Client Data that violates the Agreement, infringes or misappropriates the rights of KYG or any third party, contains malicious code, or is otherwise unlawful; and (b) Client and its Users have all rights, consents, permissions, and legal bases necessary to provide Client Data to KYG and permit KYG to process Client Data as contemplated by the Agreement.
7.2 No Guarantee of Accuracy
Client is solely responsible for the accuracy, completeness, and legality of Client Data. KYG does not guarantee the accuracy of Client Data or of information supplied by Client, Users, third parties, or public sources. Client is responsible for reviewing and validating Client Data and all decisions, filings, classifications, declarations, and actions based on Client Data or outputs generated through the Services.
7.3 Sensitive Information and Unlawful Client Data
Unless KYG expressly agrees in writing, Client must not use the Services to collect, store, manage, or process Sensitive Information or Client Data that is prohibited by applicable law.
The Services are not designed to comply with industry-specific legal or regulatory requirements, including HIPAA, FISMA, or requirements applicable to nonpublic personal information under GLBA, unless KYG expressly agrees in writing. Client must not use the Services in a manner that would require KYG to comply with those requirements unless KYG has agreed in writing to do so.
KYG has no obligation to pre-screen, monitor, or filter Client Data. If KYG reasonably believes that Client Data is unlawful, violates the Agreement, creates a security risk, or includes prohibited Sensitive Information, KYG may: (a) notify Client; (b) deny publication or access to the Client Data; (c) require Client to bring the Client Data into compliance; or (d) remove, restrict access to, or delete the Client Data, temporarily or permanently, as reasonably necessary to protect the Services, KYG, Client, Users, or third parties.
KYG may restore Client Data if Client provides persuasive evidence that the Client Data is lawful and permitted under the Agreement. KYG may remove Client Data upon receipt of a valid takedown notice under applicable law.
7.4 Compelled Disclosure
KYG may disclose Client’s Confidential Information to the extent required by law, subpoena, court order, or governmental request. To the extent legally permitted, KYG will use commercially reasonable efforts to provide Client with prior notice so Client may seek protective treatment. Client will provide reasonable assistance, at Client’s expense, if Client elects to contest the disclosure.
If KYG is required to disclose Client’s Confidential Information in a civil proceeding to which KYG is a party and Client does not contest the disclosure, Client will reimburse KYG for its reasonable costs of compiling and providing secure access to that information.
7.5 Confidentiality
Each party will protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care. Neither party will use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under the Agreement, and neither party will disclose that Confidential Information except to its affiliates, employees, contractors, advisors, and service providers who need it for that purpose and who are bound by confidentiality obligations no less protective than this Section 7.5. Each party remains responsible for its recipients’ compliance with this Section 7.5.
These obligations continue for three years after disclosure of the applicable Confidential Information, except that Confidential Information constituting a trade secret remains protected for so long as it qualifies as a trade secret under applicable law, and Client Data remains protected in accordance with Sections 4.2, 7, and 9. Section 7.4 governs disclosures compelled by law.
Upon written request following expiration or termination of the Agreement, each party will return or destroy the other party’s Confidential Information in its possession or control, except for copies retained in routine backups, required by applicable law, or reasonably necessary to enforce the Agreement, each of which remains subject to this Section 7.5. Either party may seek injunctive or other equitable relief for a breach or threatened breach of this Section 7.5, in addition to any other remedy available at law or in equity.
8. Services
8.1 Use of the Services
Subject to the Agreement and payment of applicable Fees, KYG grants Client and its authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services and Documentation for Client’s internal business purposes.
Client may use the Services to:
A. collect, store, reference, link, and organize Client Data; monitor Client Data through applicable workflow stages; add Users and assign Authorizations; collaborate with authorized Users and approved external suppliers and customers; and assign activities to Users;
B. modify and delete Client Data;
C. configure the standard features and functionality of the Services; and
D. receive reasonable help and guidance from KYG regarding use of the Services.
If Client’s use of the Services is outside the permitted scope, materially exceeds applicable usage limits, or creates a material security, performance, or operational risk, KYG may suspend the applicable Account or portion of the Services in accordance with Section 17.4.
8.2 Technical Support
KYG will provide standard technical support to Client and its authorized Users at Client’s reasonable request. Support channels may include instant messaging, the Platform’s support or notification application, and email at support@kygtrade.com. Support levels and response commitments, if any, are governed by the applicable Sales Order or KYG’s applicable support policy.
If Client purchases Services from a Reseller, the Reseller will provide first-line technical support unless otherwise agreed in writing.
8.3 Modifications to Service
KYG may modify the Services from time to time, including by rebranding Services, making updates, adding or removing non-material features, discontinuing development of beta or preview features, and taking actions necessary to protect KYG’s intellectual property rights, security, or legal compliance, addressing third-party dependency changes, improving performance or usability, responding to changing industry standards, or preventing fraud, abuse, or misuse of the Services.
KYG will not materially diminish the core functionality, security, or data-protection commitments applicable to purchased Services during a paid subscription term, except where reasonably necessary to comply with law, address a security risk, respond to a third-party dependency, or prevent misuse of the Services. If KYG permanently discontinues a material Service during a paid subscription term and does not provide a functionally comparable replacement, Client may terminate the affected Service and receive a pro rata refund of prepaid Fees for the unused portion of that affected Service. KYG’s determination that a replacement is functionally comparable will be made in good faith and will not require identical functionality, workflow, user interface, or third-party integrations.
For self-service subscriptions, changes to applicable rates will become effective at the next renewal or upon at least 30 days’ prior notice, unless a longer notice period is required by applicable law. For subscriptions under an executed Sales Order, Fee changes are governed exclusively by the applicable Sales Order.
8.4 Additional Features
KYG may make additional features available through the Services. Those features may be subject to Additional Terms. Client’s use of an additional feature is subject to Client’s acceptance of the applicable Additional Terms.
8.5 Beta Services
KYG may make Beta Services available to Client. Beta Services are provided for evaluation only, may be modified, suspended, or discontinued at any time, and may not be supported. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BETA SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES, INDEMNITIES, SERVICE LEVELS, OR OTHER COMMITMENTS. KYG WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO BETA SERVICES.
9. Data Processing Contract
To the extent KYG processes Personal Data on behalf of Client in connection with the Services, Client is the controller or business, and KYG is the processor or service provider, as those terms are defined under Applicable Data Protection Law. This Section 9 constitutes the parties’ data-processing terms and governs KYG’s processing of Personal Data on Client’s behalf to the extent required by Applicable Data Protection Law.
9.1 Subject Matter and Nature of Processing
KYG provides the Platform through which Client may collect, store, organize, and otherwise process Personal Data of data subjects determined by Client. Client determines the scope, purposes, and means of processing for Client Data. KYG will process Personal Data only: (a) as necessary to provide, secure, support, and improve the Services; (b) in accordance with the Agreement and Client’s documented lawful instructions; and (c) as required by applicable law.
9.2 Duration
KYG will process Personal Data during the subscription term and, following termination, during the data-export and retention periods described in Section 17.3, unless applicable law requires longer retention. Upon termination or expiration, Client may export Client Data during the applicable export period. Following that period, KYG will delete Client Data in accordance with its standard retention and backup-deletion processes, except to the extent retention is required by applicable law.
9.3 Parties’ Rights and Obligations
Client represents and warrants that it has all rights, consents, notices, and legal bases required to provide Personal Data to KYG and instruct KYG to process it under the Agreement.
KYG will treat Personal Data as Confidential Information and will ensure that persons authorized to process Personal Data are subject to confidentiality obligations. KYG will not sell Personal Data or retain, use, or disclose Personal Data except as necessary to provide the Services, comply with law, or as otherwise permitted by the Agreement and Applicable Data Protection Law.
To the extent required by Applicable Data Protection Law and taking into account the nature of the processing and information available to KYG, KYG will provide reasonable assistance to Client with data-subject requests, data-protection impact assessments, consultations with supervisory authorities, and Client’s compliance obligations.
KYG will make available information reasonably necessary to demonstrate its compliance with this Section 9. Client may request a copy of KYG’s then-current third-party audit reports or certifications, subject to confidentiality restrictions. If such materials are insufficient to satisfy Client’s legal obligations, Client may conduct an audit no more than once in any 12-month period on at least 30 days’ prior written notice, during normal business hours, at Client’s expense, subject to KYG’s reasonable security, confidentiality, and operational requirements. Client may not access KYG systems, source code, or other customers’ data during an audit.
9.4 Types of Personal Data Processed and Categories of Data Subjects Whose Personal Data is Processed
The categories of Personal Data and data subjects processed by KYG are determined by the Client Data that Client submits to the Services.
10. Restrictions
10.1 Prohibited Activities
Client and its Users may use the Services only as permitted by the Agreement and applicable law. Client and its Users must not:
A. use the Services to commit a crime, violate applicable law, or encourage another person to do so;
B. copy, duplicate, distribute, modify, adapt, hack, create derivative works of, reverse engineer, decompile, or attempt to extract source code from the Services, except to the limited extent that applicable law prohibits this restriction;
C. use any non-public data, Content, lists, screening results, reports, or other information obtained through the Services to develop, operate, support, or improve a product or service that competes with the Services or any proprietary data or functionality made available through the Services; or
D. access or use the Services without agreeing to the Agreement.
10.2 Certain Uses Require KYG Consent
Client and its Users may not, without KYG’s prior written consent:
A. sell, resell, lease, license, sublicense, distribute, provide, disclose, exploit, or otherwise make the Services available, in whole or in part, to any third party other than authorized Users or third parties expressly permitted by the applicable Sales Order;
B. use the Services outside their intended functionality or authorized scope; or
C. use automated programs, bots, crawlers, or similar tools to send inquiries or requests to the Services, except through APIs or other means made available or expressly authorized by KYG.
10.3 Trade Control Compliance
Client represents, warrants, covenants, and agrees that Client, its Users, Resellers, agents, and persons acting on Client’s behalf will comply with applicable Trade Controls in connection with the Services.
Client will not use, export, re-export, transfer, provide access to, or permit use of the Services in a manner that would cause KYG or its affiliates, personnel, or representatives to violate Trade Controls.
Client represents and warrants that neither Client nor, to Client’s knowledge, any person that owns or controls Client, or any person to whom Client provides access to the Services, is a person or entity subject to sanctions or export restrictions that prohibit the contemplated use of the Services (a “Restricted Person”). Client will promptly notify KYG if Client becomes a Restricted Person or becomes aware of an actual or potential violation of Trade Controls related to the Services.
KYG may immediately suspend or terminate access to the Services without liability if KYG reasonably determines that Client’s or a User’s use of the Services violates or could cause KYG to violate Trade Controls.
11. Privacy
KYG’s Privacy Policy, available through KYG’s Trust Center, describes KYG’s collection, use, and disclosure of personal information in connection with the Services and is incorporated into these Terms by reference. Where KYG processes Personal Data on Client’s behalf, Section 9 governs.
The Privacy Policy, together with KYG’s then-current security, subprocessor, and compliance documentation, is available through KYG’s Trust Center at www.kygtrade.com/company/trust-center. Client may direct privacy inquiries and data-subject requests to privacy@kyg.ai.
12. Intellectual Property Rights
12.1 KYG’s Intellectual Property Rights in the Services
As between the parties, KYG and its licensors retain all right, title, and interest in and to the Services, KYG Materials, KYG trade names, trademarks, domains, and all related intellectual property rights. Except for the limited rights expressly granted to Client under the Agreement, no rights are granted to Client by implication, estoppel, or otherwise.
12.2 Content Owned by KYG
Subject to the Agreement and payment of applicable Fees, KYG grants Client and its authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use Content made available through the Services solely for Client’s internal business purposes in connection with Client’s authorized use of the Services.
Client must retain all copyright and proprietary notices and may not copy, distribute, publish, resell, sublicense, or otherwise exploit Content except as expressly permitted by the Agreement or applicable law. Client may not use Content or other information obtained through the Services to train, develop, or improve an artificial-intelligence or machine-learning model without KYG’s prior written consent.
12.3 Client Data
A. Client retains ownership of Client Data. KYG may generate and use Aggregated Data to operate, secure, support, analyze, improve, and develop the Services and related products and services. KYG will not identify Client, Users, or any natural person in Aggregated Data and will not attempt to reidentify Aggregated Data except as necessary to comply with applicable law or verify the effectiveness of de-identification.
B. Client is solely responsible for Client Data and the consequences of submitting, posting, or publishing Client Data through the Services. Client represents and warrants that: (i) Client owns Client Data or has all rights, licenses, consents, permissions, and legal bases necessary to grant KYG the rights in Client Data under the Agreement; and (ii) Client Data, and KYG’s authorized use of Client Data, will not infringe, violate, or misappropriate a third party’s intellectual-property, privacy, publicity, or other proprietary rights; violate applicable law; or require KYG to obtain a license from, or pay fees or royalties to, a third party, unless the parties expressly agree otherwise in writing.
12.4 Feedback
If Client or a User provides KYG with comments, bug reports, feedback, suggestions, or proposed modifications concerning the Services (“Feedback”), Client grants KYG a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up right to use, reproduce, modify, adapt, create derivative works from, distribute, display, perform, exploit, and incorporate the Feedback into the Services or other products and services for any purpose, without restriction or compensation.
13. Third-Party Sites, Products and Services
The Services may include links to third-party websites, products, services, or resources (“Linked Sites”) solely as a convenience to Client. Unless expressly stated otherwise, KYG does not endorse Linked Sites or the information, materials, products, or services available through them. Client accesses and uses Linked Sites at its own risk and subject to the applicable third party’s terms.
Any community-provided content, code, or libraries are provided by third parties and are not developed or maintained by KYG. KYG is not responsible for the performance of, or damages caused by, community-provided content, code, or libraries.
14. Disclaimers; No Warranty
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES, KYG MATERIALS, CONTENT, BETA SERVICES, AI FEATURES, AND ALL OTHER MATERIALS MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, KYG DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.
KYG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; OR THAT CONTENT, CLIENT DATA, THIRD-PARTY INFORMATION, OR AI OUTPUTS ARE CORRECT, COMPLETE, OR RELIABLE.
THE SERVICES, CONTENT, AND AI FEATURES DO NOT PROVIDE LEGAL, TAX, CUSTOMS-BROKERAGE, TRADE-COMPLIANCE, EXPORT-CONTROL, SANCTIONS, ESG, ACCOUNTING, AUDIT, REGULATORY, OR OTHER PROFESSIONAL ADVICE. CLIENT IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VALIDATING ALL OUTPUTS, INCLUDING CLASSIFICATIONS, ATTESTATIONS, SCREENING RESULTS, OR REGULATORY DETERMINATIONS, AND FOR ALL DECISIONS, FILINGS, DECLARATIONS, DISCLOSURES, AND ACTIONS BASED ON THEM.
If KYG expressly provides a warranty in an applicable Sales Order, Client’s exclusive remedy and KYG’s sole liability for breach of that warranty will be, at KYG’s option, to re-perform, correct, repair, replace, or provide a workaround for the affected Services. If KYG cannot do so within a commercially reasonable period, Client may terminate the affected Services and receive a pro rata refund of prepaid Fees for the unused portion of the affected Services.
15. Indemnification
15.1 Client Indemnification
Client will defend, indemnify, and hold harmless KYG, its affiliates, licensors, and their respective directors, officers, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) Client Data; (b) Client’s or a User’s use or misuse of the Services in violation of the Agreement or applicable law; (c) Client’s breach of its representations, warranties, or covenants under the Agreement; or (d) Client’s products, services, or dealings with a third party.
15.2 Indemnification Procedure
The indemnified party must promptly notify the indemnifying party of a claim, provided that delayed notice relieves the indemnifying party only to the extent materially prejudiced. The indemnifying party will control the defense and settlement of the claim. The indemnified party will provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that admits fault by, imposes liability on, or requires an affirmative obligation from the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.
16. Limitation of Liability
16.1 Excluded Claims and Events
To the maximum extent permitted by law, KYG will not be liable for losses arising from: (a) Client Data or Client’s failure to maintain appropriate backups of Client Data; (b) Client’s or a User’s unauthorized use of the Services or Login Credentials; (c) Client’s use of unsupported browsers or systems; (d) Client’s upgrade or downgrade of a self-service Plan; (e) Client’s failure to obtain rights or permissions necessary for Client Data; (f) Client’s violation of the Agreement, applicable law, or Trade Controls; or (g) actions KYG takes in good faith to protect the integrity, operability, or security of the Services.
16.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF KYG AND ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBPROCESSORS, SERVICE PROVIDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS, ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, AND IN THE AGGREGATE FOR ALL CLAIMS, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO KYG FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
THE LIMITATION IN THIS SECTION 16.2 DOES NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS. NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
16.3 Exclusion of Consequential and Related Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE EXCLUSION IN THIS SECTION 16.3 DOES NOT APPLY TO CLIENT’S PAYMENT OBLIGATIONS, CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.1, OR DAMAGES ARISING FROM CLIENT’S BREACH OF SECTION 10 OR SECTION 12.
17. Termination of These Terms
17.1 For Convenience
The Agreement begins on the Effective Date and continues for the subscription term stated in the applicable Sales Order, including any initial term, renewal terms, and nonrenewal notice requirements stated in that Sales Order.
Termination rights, notice requirements, and financial consequences are governed first by the applicable Sales Order. Unless the Sales Order expressly provides otherwise, Client may terminate the Agreement for convenience only by giving written notice to KYG, and that termination will not relieve Client of its obligation to pay all Fees committed for the remainder of the applicable subscription term.
KYG may terminate the Agreement for convenience only upon a decision to discontinue the applicable Services or close the Platform, subject to Section 8.3 and any applicable Sales Order.
Either party may terminate the Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, enters into a composition or similar arrangement with creditors, or becomes subject to liquidation or bankruptcy proceedings that are not dismissed within 60 days.
17.2 For Default
Either party may terminate the Agreement for material breach if the other party fails to cure that breach within 30 days after receiving written notice describing the breach in reasonable detail.
Either party may terminate the Agreement immediately upon written notice if the other party materially breaches its obligations under Section 10, or if Client materially breaches Section 12 or Section 15. KYG may also immediately suspend or terminate access as permitted by Section 10.3 or Section 17.4.
17.3 Effect of Termination
Upon expiration or termination of the Agreement:
A. KYG will make Client Data available for export for 30 days after the effective date of termination, unless a different export period is stated in the applicable Sales Order or required by law. Following that period, KYG may delete Client Data in accordance with its standard retention and backup-deletion processes. KYG will delete Client Data sooner if Client requests deletion and applicable law permits.
B. Client must: (a) stop using and prevent further use of the Services; (b) pay all amounts due under the Agreement; and (c) satisfy all liabilities and obligations accrued before the effective date of termination.
C. Sections 1, 4.2, 7.4, 7.5, 9, 10, 11, 12, 13, 14, 15, 16, 17.3, 18, and 19 survive termination or expiration, together with any provisions that by their nature should survive.
17.4 Remedies; Suspension
KYG may suspend access to all or part of the Services, including removing or restricting access to Content or Client Data, immediately and without liability if: (a) Client or a User violates the Agreement; (b) Client’s or a User’s use poses a security risk, operational risk, legal risk, or risk of harm to KYG, the Services, Client, Users, or third parties; (c) suspension is required by law or Trade Controls; or (d) Client fails to pay undisputed amounts when due, subject to Section 6.3.
Where reasonably practicable, KYG will provide notice before suspension. KYG will tailor a suspension in good faith to the circumstances and will restore access when the basis for suspension has been resolved to KYG’s reasonable satisfaction.
18. Who You Are Contracting With
18.1 General
By accepting the Agreement, Client contracts with KYG Trade, Inc., a Delaware corporation.
18.2 Governing Law and Jurisdiction
The Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
The parties will first attempt in good faith to resolve any dispute arising out of or related to the Agreement through business-level negotiations.
Except for claims for injunctive or other equitable relief, claims to enforce intellectual-property rights, and claims that are not legally capable of arbitration, any dispute arising out of or relating to the Agreement will be finally resolved by binding arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted by one arbitrator in Wilmington, Delaware, in English.
Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in the state or federal courts located in Wilmington, Delaware. The parties consent to the exclusive jurisdiction and venue of those courts for such proceedings and for enforcement of an arbitration award.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.
If any portion of this Section 18.2 is found unenforceable, the remaining portion will remain in effect to the maximum extent permitted by law.
19. General Provisions
19.1 Relationship of the Parties
The parties are independent contractors. Nothing in the Agreement creates an agency, partnership, joint venture, fiduciary relationship, or other legal association between the parties. The Agreement does not confer rights or remedies on any third party except as expressly stated in Section 15.
19.2 Severability
If any provision of the Agreement is held invalid, unenforceable, or illegal, that provision will be enforced to the maximum extent permitted to reflect the parties’ intent, and the remaining provisions will remain in full force and effect.
19.3 Entire Agreement
The Agreement is the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations concerning that subject matter. Client acknowledges that it has not relied on, and will have no remedy based on, any Non-Reliance Materials or any statement, promise, representation, warranty, condition, understanding, or agreement that is not expressly set forth in the Agreement. Without limiting the foregoing, product roadmaps, future functionality, product plans, beta descriptions, estimates, demonstrations, and statements of direction are for informational purposes only, are not commitments, and may not be relied upon in making a purchasing decision. Except as expressly permitted by Section 3, no amendment or waiver is effective unless it is in writing and signed by the party against whom the amendment or waiver is asserted.
19.4 Assignment
Client may not assign or transfer the Agreement, in whole or in part, by operation of law or otherwise, without KYG’s prior written consent, except that Client may assign the Agreement without consent to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided that the assignee is not a direct competitor of KYG and agrees in writing to assume Client’s obligations under the Agreement.
KYG may assign the Agreement without Client’s consent to an affiliate or in connection with a merger, reorganization, sale of assets, financing transaction, or change of control. Any other attempted assignment in violation of this Section is void.
19.5 No Waiver
A party’s failure to exercise or enforce any provision of the Agreement or right under the Agreement is not a waiver of that provision or right.
19.6 Notices
All notices under the Agreement must be in writing. Notices to KYG must be sent by personal delivery, nationally recognized overnight courier, certified or registered mail, or email clearly marked “Legal Notice” to legal@kyg.ai, with a copy to KYG Trade, Inc., 220 Newport Center Dr., 11391, Newport Beach, California 92660, USA.
Notices to Client will be sent to the legal, billing, or system-administrator contact designated by Client in the applicable Sales Order or Account. Notices are effective upon personal delivery; one business day after dispatch by overnight courier; three business days after mailing by certified or registered mail; or, for email, when sent without receipt of an automated bounce-back or delivery-failure notice.
Billing-related notices may be delivered electronically to Client’s designated billing contact. Notices concerning suspension, security incidents, operational matters, or updates to the Services may be delivered through the Platform, by email, or by another reasonable electronic method.
19.7 Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under the Agreement, other than payment obligations, to the extent the delay or failure results from a cause beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic, governmental action, war, civil unrest, acts of terrorism, labor disputes, internet-service-provider or telecommunications failures, denial-of-service attacks, and failures of third-party infrastructure. The affected party will notify the other party and use commercially reasonable efforts to resume performance promptly.
Last updated: September 8, 2026