Kibu User Terms of Service

Effective Date: December 15, 2024

1. Introduction

We are Kibu, Inc (“Kibu”, “we”, “us”, or “our”). We provide a secure end-to-end encrypted collaboration tool (the “Kibu Platform”) that allows small groups of users (“Pods”) to authenticate and to securely share information and content within the Pod or to share such information and content publicly at the Pod’s discretion.

These User Terms of Service (“Terms”) are a binding legal contract between you and Kibu and explain the rules governing your use of the Kibu Platform. These Terms apply to you as a user of the Kibu Platform as part of a paid subscription plan purchased by a person or entity (the “Customer”) who has separately entered into a written agreement with us (the “Customer Agreement”) governing access and use of the Kibu Platform and permitting such Customer to create and configure Kibu so that users it permits may join (such users, “Authorized Users”). By using the Kibu Platform, you acknowledge and agree to be bound by these Terms and confirm you have read and understand our privacy policy at https://kibu.io/privacy-policy (“Privacy Policy”) which is incorporated herein by reference.

If you do not agree to these Terms, please do not use the Kibu Platform. By using the Kibu Platform you represent that you are at least 16 years of age or the applicable age of majority according to the data protection laws and regulations in your jurisdiction.

We may revise these Terms from time to time by posting a modified version on our website or in the mobile application. If, in our sole discretion, the modifications to these Terms are material, we will provide you with reasonable notice prior to the change taking effect by alerting you through the Kibu Platform or on our website. If you do not agree to or cannot comply with the modified Terms, you must stop using the Kibu Platform. Unless otherwise stated elsewhere in these Terms or in our notice, the updated Terms will take effect upon their posting and will apply on a going-forward basis. Your continued use of the Kibu Platform after any update to these Terms constitutes your acceptance of such changes.

2. Customer’s Choices and Control; Your Relationship with Kibu

As an Authorized User, you gain access to the Kibu Platform because a Kibu Customer has invited you to become a part of a Pod. For example, if you are joining a Pod created by a company that has hired you to assist with a project, that company is the Kibu Customer and is authorizing you to join its Pod. The Customer Agreement governs our relationship and commitment to deliver the Kibu Platform to that Customer, who may then invite Authorized Users to join its Pod.

When you or another Authorized User submit content or information to the Kibu Platform, such as documents or messages (“Customer Data”), you acknowledge and agree that, as between Kibu and Customer, the Customer Data is controlled by Customer and the Customer Agreement provides Customer with choices and control over that Customer Data. For example, Customer can set the total number of members of a particular Pod, decide what minimum requirements are necessary to invite a new Pod member, and determine rules related to actions that require a vote by Pod members including the rules governing such voting. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. If you are invited into more than one Pod, please note that each Pod will have its own set of rules that govern the Pod and the Customer Data in that Pod.

In addition, the Customer may set certain identity verification requirements before allowing you to access the Pod, including a requirement that a third-party provider perform an identify check. It is solely in your discretion whether or not to provide the third-party with your information in order to perform the identity check but your ability to access the Pod might be affected by your choice.

AS BETWEEN KIBU AND CUSTOMER, YOU ACKNOWLEDGE AND AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY OTHER AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES, PRACTICES AND SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY OTHER AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE KIBU PLATFORM; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CUSTOMER AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY OTHER AUTHORIZED USERS INCLUDING THOSE RELATING TO CUSTOMER DATA, THE KIBU PLATFORM, DECISIONS MADE BY THE POD, OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. IN YOUR CAPACITY AS AN AUTHORIZED USER, KIBU MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED) TO YOU RELATING TO THE KIBU PLATFORM, WHICH IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

3. Acceptable Use Policy

You agree to comply with these Terms, including the following rules regarding acceptable use of the Kibu Platform (the “Acceptable Use Policy”).

You may not:

  • use, copy, modify or otherwise prepare derivative works of the Kibu Platform, or any portion thereof, unless expressly authorized in this Agreement;

  • rent, lease, loan, sublicense, sell or otherwise distribute the Kibu Platform or any portion thereof;

  • use any Kibu intellectual property to develop a competing product;

  • use the Kibu Platform to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

  • interfere with, disrupt, or create undue burden on the Kibu Platform or the networks or services connected thereto by any means;

  • crawl, scrape, or use other automated means like “spiders” and “robots” to access or collect data from the Kibu Platform;

  • circumvent any of the Kibu Platform’s security measures, reverse engineer any portion of the Kibu Platform, obtain any source code, or create back doors or any form of unauthorized access to the Kibu Platform;

  • upload, email, or otherwise transmit any content or data that contains viruses, corrupted files, Trojan horses, worms, or any other computer code, software, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment or that may adversely affect the operation of the Kibu Platform;

  • post or transmit, or cause to be posted or transmitted, or use the Kibu Platform to distribute any content that is infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of any third party; or

  • use the Kibu Platform in any way not specifically permitted by these Terms.

If we believe a violation of this Acceptable Use Policy has occurred or may occur in the near future in a manner that may disrupt the Kibu Platform for our Customers or other users, we may suspend or terminate your access to the Kibu Platform, without any liability to us and in addition to any other remedies that may be available to us. Kibu reserves the right to notify the applicable Customer of the foregoing.

Please see Kibu’s DMCA policy https://kibu.io/dmca-policy for details on how to notify Kibu if you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed as well as Kibu’s policy.

4. Proprietary Rights

Kibu and its licensors exclusively own all right, title, and interest in and to all intellectual property rights in the Kibu Platform. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Kibu Platform shall, as between you and Kibu, at all times be and remain the sole and exclusive property of Kibu.

5. Limitation of Liability

If we believe that there is a violation of these Terms, the Customer Contract or any of our policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Kibu Platform, Authorized Users, or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CUSTOMER CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

6. Application of Consumer Law

Kibu is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply.

7. General Terms

Governing Law and Venue. This Agreement will be governed and construed in accordance with the laws of the State of Delaware without regard to its conflict of law provision Each party agrees to submit to the personal and exclusive jurisdiction of the state and federal courts located within Delaware.

Entire Agreement. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Kibu and supersede any prior agreements between you and Kibu on the subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any other terms or resources referenced in these Terms, the terms contained directly in these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between an applicable Customer Agreement and these Terms, the terms of the Customer Agreement will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g., the Privacy Policy). The applicable Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

Miscellaneous. These Terms, and any rights granted hereunder, may not be assigned or delegated by you. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Kibu. Any provision of these Terms that by its nature is reasonably intended to survive beyond their termination or expiration shall survive. Notwithstanding the generality of the foregoing, the following sections shall survive any termination or expiration of these Terms: Sections 1 (Introduction); 2 (Customer’s Choices; Your Relationship with Kibu); 4 (Proprietary Rights); 5 (Limitation of Liability); and 6 (General Terms).

Notices. We may deliver notice to you by email, posting a notice through the Kibu Platform or on our website or any other method we choose, and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and must be sent to legal@kibu.io. Notices under the Customer Contract will be delivered solely to Customer in accordance with the terms of that agreement.

8. Questions

If you have any questions about these Terms, please contact us at hello@kibu.io.