KIRA LEARNING SOFTWARE AS A SERVICE AGREEMENT
Last updated: Jun 23, 2026
KIRA LEARNING
Master Service Agreement
Last Updated: June 23, 2026
This Software as a Service Agreement governs Customer’s use of our platform located at kira-learning.com (the “Services”), which is operated by Kira Learning, Inc. (“Kira,” “us,” “our,” and similar designations used herein).
If Customer registers for a free trial of Kira Learning, the applicable provisions of this Agreement will also govern that free trial.
Customer accepts and agrees to the terms of this Agreement by (1) clicking a box indicating acceptance, (2) executing an order form that references this Agreement, or (3) using free Services. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions, in which case the term “Customer” shall refer to such entity. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this Agreement and may not use the Services.
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Customer shall not use the Services in violation of applicable export control laws, sanctions laws, or other applicable legal restrictions.
This Agreement was last updated on June 23, 2026. It is effective between Customer and Kira as of the date of Customer’s accepting this Agreement (the “Effective Date”).
1. Definitions
In addition to those capitalized terms defined throughout this Agreement, the following terms have the following meanings:
“Agreement” means this Kira Learning Software as a Service Agreement.
“AI Feature Usage Policy” means the applicable acceptable use, prohibited use, or usage policies published by Kira's third-party AI model providers, as updated from time to time upon notice to Customer, including:
OpenAI Usage Policies: https://openai.com/policies/usage-policies/
Anthropic Acceptable Use Policy: https://www.anthropic.com/legal/aup
Google Generative AI Prohibited Use Policy (including Gemini): https://policies.google.com/terms/generative-ai/use-policy
1.3 “Beta Services” means Kira services or functionality that may be made available to Customer to try at its option at no cost, which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
1.4 “Customer” means in the case of an individual accepting this Agreement on his, her, or their own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such an individual is accepting this Agreement.
1.5 “Customer Data” means electronic data and information submitted by or for Customer to the Services, including Input.
1.6 “Student Data” means any personally identifiable information that is directly related to an identifiable student and submitted to or processed through the Services by or on behalf of Customer, including information subject to FERPA, COPPA, or applicable state student privacy laws.
1.7 “Documentation” means the applicable Service’s documentation, usage guides and policies, and other instructions and training documents, each as may be updated from time to time, which are provided or made available by Kira to Customer relating to the Service.
1.8 “Malicious Code” means code, files, scripts, agents, devices or programs intended to do harm, including viruses, worms, spiders, time bombs, Trojan Horses, disabling devices, or other malware.
1.9 “Order Form” means an ordering document or online order specifying the Services licensed to Customer hereunder.
1.10 “User” means the Customer (if the Customer is a natural person), or otherwise, an individual who is authorized by Customer to use the Service, and who are employees or students of the Customer.
2. Kira Responsibilities
2.1 Provision of Services
Subject to the terms and conditions of this Agreement, Kira grants Customer a limited, non-exclusive, non-transferable right to use the Services during the Term, solely for Customer’s internal business purposes.
2.2 Service Availability
Kira will use commercially reasonable efforts to maintain the availability of the Services and minimize disruptions to Customer's use of the Services. Kira will provide Customer with reasonable advance notice of planned maintenance that may affect Service availability and, where practicable, at least twenty-four (24) hours' notice of scheduled maintenance windows.
Notwithstanding the foregoing, the Services may be unavailable from time to time due to circumstances beyond Kira's reasonable control, including acts of God, governmental actions, floods, fires, earthquakes, civil unrest, acts of terrorism, pandemics or epidemics, strikes or other labor disputes (other than those involving Kira employees), Internet service provider failures or delays, denial-of-service attacks, or other events beyond Kira's reasonable control.
2.3 Beta Services and Free Trials
From time to time, Kira may make Beta Services available to Customer at no charge or provide a free trial period for Customer to evaluate the Services. Customer may choose to try such Beta Services or use the free trial or not at its sole discretion. Subject to the below disclaimers, any use of Beta Services and free trials is subject to the terms of this Agreement. Kira may end the free trial period at its sole discretion. No service level agreements apply to Beta Services or free trials.
Beta Services are provided for evaluation purposes and may contain defects, errors, or interruptions. Customers should not rely on Beta Services for production use and should maintain independent copies of critical data.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY KIRA” SECTION BELOW, DURING THE BETA SERVICE OR FREE TRIAL PERIOD, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND KIRA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE KIRA’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE BETA SERVICE PERIOD SHALL NOT EXCEED $1,000.00 USD.
3. Use of Services and Content
3.1 Subscriptions
Unless otherwise provided in the applicable Order Form or Documentation: (a) Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal; (b) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added; and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Kira regarding future functionality or features.
3.2 Usage Limits
Services are subject to usage limits specified in Order Forms and Documentation. Customer will execute an Order Form for additional quantities of the applicable Services promptly upon Kira’s request, and pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
3.3 Usage Restrictions
Customer will not, directly or indirectly (including by ensuring Users do not):
(a) make the Service available to anyone other than Customer or its authorized Users, or use the Service for the benefit of anyone other than Customer, except if otherwise expressly permitted in an Order Form;
(b) sell, resell, license, sublicense, distribute, rent or lease the Service, or include the Service in a service bureau or outsourcing offering;
(c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any privacy rights;
(d) use the Service to store or transmit Malicious Code;
(e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein;
(f) attempt to gain unauthorized access to the Service or its related systems or networks;
(g) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, or use the Services to access, copy or use any of Kira’s intellectual property except as permitted under this Agreement, an Order Form, or applicable Documentation;
(h) modify, copy, or create derivative works of the Service or any part, feature, function or user interface thereof;
(i) frame or mirror any part of the Service, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in applicable Documentation;
(j) disassemble, reverse engineer, or decompile the Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent; or
(h) use the AI Features in violation of the AI Feature Usage Policy.
3.4 Customer Responsibilities
Each of Customer’s Users will have their own login credentials, which may not be shared or used by more than one User. Customer will:
(a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms;
(b) be responsible for the accuracy, quality and legality of Customer Data and Student Data, the means by which Customer acquired Customer Data and Student Data, Customer’s use of Customer Data and Student Data with the Services, Customer’s provision of Customer Data, Student Data, and User data to Kira in connection with the Services, and the interoperation of the Service with any applications not provided by Kira as part of the Service;
(c) prevent unauthorized access to or use of the Services, and notify Kira promptly of any such unauthorized access or use; and
(d) use the Services only in accordance with this Agreement, the Documentation, and our Acceptable Use Policy (“AUP”), Order Forms and applicable laws and government regulations.
Any use of the Services in breach of the foregoing by Customer or Users, or any action that threatens the security, integrity, or availability of the Services, may result in suspension in accordance with Section 11.3.
3.5 Removal of Content
If Customer receives notice, including from Kira, that any Customer content may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the AUP, Customer will promptly do so. If Customer does not take required action, including deleting any such content, or if in Kira’s judgment continued violation is likely to reoccur, Kira may disable or remove the applicable content.
4. Non-Kira Products and Services
4.1 Non-Kira Products and Services
Kira or third parties may make available third-party products or services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any other parties is at Customer’s sole risk. Kira does not warrant or support non-Kira applications or other non-Kira products or services. Kira is not responsible for any disclosure, modification or deletion of Customer Data or Student Data resulting from access by such non-Kira application or its provider.
4.2 Integration with Non-Kira Applications
The Services may contain features designed to interoperate with non-Kira applications. Kira cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a non-Kira application ceases to make the non-Kira application available for interoperation with the corresponding Service features in a manner acceptable to Kira.
5. Fees and Payment
5.1 Fees
Customer will pay all fees specified in Order Forms without offset or deduction. Payment obligations are non-cancelable and fees paid are non-refundable, and quantities purchased cannot be decreased during the relevant subscription term.
5.2 Invoicing and Payment
Customer will provide Kira with a valid purchase order, billing information, ACH information, credit card information, or other payment information reasonably acceptable to Kira. If Customer provides credit card information to Kira, Customer authorizes Kira to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Kira will invoice the Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due upon receipt. Customer is responsible for providing complete and accurate billing and contact information to Kira and notifying Kira of any changes to such information.
5.3 Overdue Charges
If any invoiced amount is not received by Kira by the due date, then without limiting Kira’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; (b) Kira may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above; and/or (c) Customer will reimburse Kira for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in collecting any late payments or interest.
5.4 Suspension of Service and Acceleration
If any undisputed amounts owed by Customer under this Agreement remain unpaid for fifteen (15) days following the applicable due date, Kira may provide Customer with written notice of such delinquency. If Customer fails to cure the delinquency within ten (10) business days after receipt of such notice, Kira may, without limiting its other rights and remedies, suspend access to the Services until all undisputed past-due amounts are paid in full. Kira will restore access to the Services promptly following payment.
5.5 Payment Disputes
Kira, in its sole discretion, may elect to not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
5.6 Taxes
Kira’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Kira has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Kira will invoice Customer and Customer will pay that amount unless Customer provides Kira with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Kira is solely responsible for taxes assessable against it based on its income, property and employees.
6. Proprietary Rights and Licenses
6.1 Reservation of Rights
Subject to the limited rights expressly granted hereunder, Kira and its licensors reserve all of their right, title and interest in and to the (i) Services (including the underlying software, technology, models and templates), all content Kira makes available thereon and Usage Data; (ii) all improvements and derivatives of any of the foregoing, regardless of authorship, and (iii) the intellectual property rights in and to any of the foregoing in clauses (i) and (ii) (clauses (i) through (iii), collectively, “Kira IP”). No rights are granted to Customer hereunder other than as expressly set forth herein.
6.2 License by Customer to Kira
Customer grants Kira and its authorized service providers a worldwide, limited, non-exclusive, royalty-free license to access, host, store, copy, process, transmit, modify and otherwise use Customer Data and Student Data solely as necessary to provide, maintain, support, secure, and improve (but not to train or fine-tune AI models, as further described in Section 12.3) the operation of the Services in accordance with this Agreement and applicable law. Except as expressly permitted in this Agreement, Customer retains all right, title, and interest in and to Customer Data and Student Data.
6.3 License by Customer to Use Feedback
Customer hereby grants to Kira a worldwide, royalty-free license to use, reproduce, and incorporate into the Services any suggestion, enhancement request, recommendation, or correction that is voluntarily and explicitly submitted by Customer or its Users for the purpose of improving the Services ("Feedback"). Kira may use Feedback to maintain, improve, and develop its products and services, provided that Kira will not identify Customer or any User as the source of any Feedback without prior written consent. For the avoidance of doubt, Feedback does not include Customer Data, Student Data, AI-Generated Outputs, or any data derived from Customer's or Users' use of the Services, including usage logs, interaction data, or session histories.
6.4 Customer Ownership of Data and Outputs
As between the parties, subject to applicable law, Customer retains all right, title, and interest in and to Customer Data, Student Data, and any content, materials, or Outputs generated through Customer's use of the Services, subject to Kira's ownership of the Kira IP.
6.5 Federal Government End Use Provisions
Kira provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211–12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically granting those rights.
7. Security; Confidentiality
7.1 Protection of Customer Data
Kira will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation.
7.2 Confidential Information of Kira
“Confidential Information” means all information disclosed or made available by Kira to Customer, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Kira includes: the Services; all Documentation; the terms and conditions of this Agreement and all Order Forms (including pricing); business and marketing plans; technology and technical information; product plans and designs; and business processes disclosed. However, Kira’s Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Kira, (ii) was known to Customer prior to its disclosure by Kira without breach of any obligation owed to Kira, as evidenced by written records, (iii) is received from a third party without knowledge of any breach of any obligation owed to Kira, or (iv) was independently developed by Customer without access to or use of Kira’s Confidential Information, as evidenced by written records.
7.3 Security Incident Notification
Kira will notify Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware of any confirmed unauthorized access to, acquisition of, use of, or disclosure of Customer Data or Student Data that is reasonably likely to result in a risk to Customer or its Users ("Security Incident").
Kira will provide information reasonably available at the time regarding the nature of the Security Incident, the categories of data affected, the estimated number of affected Users (if known), and the remediation measures taken or planned. Kira will cooperate with Customer's reasonable requests for information relating to the Security Incident and provide updates as material information becomes available.
7.4 Compelled Disclosure
Notwithstanding the provisions of this Section, nothing in this Agreement shall prevent Customer from disclosing Confidential Information of Kira to the extent Customer is legally required or compelled to do so by any governmental investigative or judicial agency or body pursuant to proceedings over which such agency or body has jurisdiction; provided, however, that prior to making any such required or compelled disclosure, Customer shall, at its own cost and expense:
(a) assert the confidential nature of the Confidential Information to such agency or body;
(b) promptly notify Kira in writing of such order or requirement to disclose;
(c) disclose only the portion of Confidential Information which Customer’s legal counsel advises that Customer is legally required to produce and use reasonable efforts to obtain assurance that confidential treatment will be afforded to those portions of the Confidential Information; and
(d) cooperate fully with Kira in protecting against or limiting any such disclosure and/or obtaining a protective order, confidential treatment and/or any other remedy narrowing the scope of the required or compelled disclosure and protecting its confidentiality.
In the event that a protective order, confidential treatment and/or other remedy is not obtained, or if Kira waives compliance with the provisions of this Agreement as applied to such required or compelled disclosure, then Customer may, without liability, disclose Kira’s Confidential Information to the extent that it is legally required or compelled to disclose it pursuant to the applicable subpoena, court order or other order from the applicable governmental body.
8. Representations, Warranties, Exclusive Remedies, and Disclaimers
8.1 Mutual Representations
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 Kira Warranties
Kira warrants that during an applicable subscription term: (a) this Agreement, the Order Forms and the Documentation will contain an accurate description of the Services in all material respects; and (b) the Services will perform substantially in accordance with the applicable Documentation. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
8.3 Customer Warranties
Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority, consents, and licenses for the access to and use of the Customer Data, Student Data and feedback as contemplated by this Agreement (including, without limitation, verifiable parental consent under the Children’s Online Privacy Protection Act) and (ii) Kira’s use of the Customer Data and Student Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.8.4 Disclaimers
Customer understands that Kira cannot and does not guarantee or warrant that the Services will be free of viruses or other destructive code. Customer is responsible for implementing sufficient procedures and checkpoints to satisfy its own particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to Kira’s Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, KIRA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY THIRD PARTY MALICIOUS ACTIONS OR MALICIOUS CODE THAT MAY INFECT CUSTOMER’S OR ITS USERS’ COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO USE OF OR ACCESS TO THE SERVICES. CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PROVIDED BY LAW, KIRA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. Mutual Indemnification
9.1 Indemnification by Kira
Kira will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the Services infringe or misappropriate such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Kira in writing of, a Claim Against Customer, provided that Customer (a) promptly gives Kira written notice of the Claim Against Customer, (b) gives Kira sole control of the defense and settlement of the Claim Against Customer (except that Kira may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Kira all reasonable assistance, at Kira’s expense.
If Kira receives information about an infringement or misappropriation claim related to a Service, Kira may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Kira’s warranties; (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement; or (iii) terminate Customer’s subscriptions for that Service upon thirty (30) days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions.
The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Kira, if the Services or use thereof would not infringe without such combination; (III) a Claim Against Customer arises from Services under an Order Form for which there is no charge; (IV) a Claim against Customer arises from the AI Features, Output or third party content or services or Customer’s breach of, or failure to use the Services in accordance with, this Agreement, the Documentation or applicable Order Forms; or (V) Claim Against Customer arises from modifications to the Subscription Services by anyone other than Kira.
9.2 Indemnification by Customer
Customer will defend Kira and its affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors and permitted assigns against any claim, demand, suit or proceeding made or brought against Kira by a third party (a) alleging that the combination of a non-Kira application or configuration provided by Customer and used with the Services infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Customer’s use of the Services or Output in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form; (ii) any Customer Data or Student Data, Kira’s use of or access to Customer Data or Student Data, or Customer’s use of Customer Data or Student Data with the Services; or (iii) a non-Kira application provided by Customer (each a “Claim Against Kira”), and will indemnify and hold Kira and its affiliates harmless from any damages, attorney fees and costs incurred by or awarded against Kira as a result of, or for any amounts paid by Kira under a settlement approved by Customer in writing of, a Claim Against Kira.
9.3 Exclusive Remedy
This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
10. Limitation of Liability
10.1 Limitation of Liability
IN NO EVENT SHALL KIRA, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE UNDER THIS AGREEMENT TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF TIME, LOSS OR CORRUPTION OF CUSTOMER DATA OR STUDENT DATA, LOSS OF USE OF CUSTOMER DATA OR STUDENT DATA, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, OR DAMAGE TO GOODWILL OR REPUTATION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KIRA’S AGGREGATE LIABILITY HEREUNDER WILL BE LIMITED TO AN AMOUNT EQUAL TO THE SUM OF THE FEES PAID BY CUSTOMER TO KIRA DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.
10.2 Limitation Period
ANY CLAIM MADE PURSUANT TO THIS SECTION MUST BE MADE WITHIN ONE YEAR OF THE INCIDENT TO WHICH IT RELATES OR FOREVER BE BARRED.
10.3 Applicability
THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. Term and Termination
11.1 Term of Agreement
This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated (the “Term”).
11.2 Term of Purchased Subscriptions
The term of each subscription shall be as specified in the applicable Order Form. Prior to the expiration of the then-current subscription term, Kira may provide Customer with a renewal proposal for a subsequent subscription term. Any renewal of a subscription must be agreed to by the parties in writing. Unless otherwise specified in the applicable Order Form, renewal pricing will be based on Kira's then-current pricing for the applicable Services, subscription volume, and term length.
11.3 Termination
Either party may terminate this Agreement for cause (i) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Kira may suspend Customer's access to the Services upon written notice if Customer materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice. Notwithstanding the foregoing, Kira may suspend access to the Services immediately, without prior notice, where reasonably necessary to (a) protect the security, integrity, or availability of the Services or Customer Data or Student Data; (b) comply with applicable law or a valid order of a court or governmental authority; or (c) respond to credible evidence of Customer's fraudulent or illegal use of the Services. Kira will provide Customer with written notice of any such immediate suspension as soon as reasonably practicable, and will restore access promptly once the condition giving rise to the suspension has been resolved.
11.4 Refund or Payment upon Termination
If this Agreement is terminated by Customer in accordance with the “Termination” section above other than for Customer’s breach, Kira will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Kira for the period prior to the effective date of termination.
11.5 Surviving Provisions
The sections titled "Fees and Payment," "Proprietary Rights and Licenses," "Security; Confidentiality," "Representations, Warranties, Exclusive Remedies, and Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Removal of Content," "Surviving Provisions," and "General Provisions" will survive any termination or expiration of this Agreement. In addition, Kira's obligations relating to the protection, security incident notification, retention, and deletion of Customer Data and Student Data, including those set forth in Section 7 and Sections 12.3, 12.6, and 12.7, will survive for so long as Kira or any of its subprocessors retains possession of Customer Data or Student Data.
12. Artificial Intelligence Features
12.1 Use of Artificial Intelligence (AI) Features
Certain features of the Services may utilize artificial intelligence, machine learning, large language models, retrieval systems, vector databases, or similar technologies (“AI Features”). AI Features may generate content, recommendations, feedback, summaries, assessments, analyses, instructional materials, or other outputs (collectively, “Outputs”) based on Customer Data, Student Data, User inputs, and Customer’s other information processed through the Services (collectively, “Inputs”).
12.2 Review and Use of AI-Generated Outputs
By using the AI Features, Customer acknowledges and agrees to the following:
(a) The AI Features are tools designed to support, not replace, the role of educators, administrators or teachers. Customer remains responsible for all final decisions made based on or informed by the Services, subject to terms and conditions in this Section 12.
(b) Because of the nature of machine learning and artificial intelligence, the AI Features may generate Outputs for Customer that are similar to Outputs generated for other Users.
(c) Kira does not guarantee the accuracy or completeness of the Outputs. Customer acknowledges that Outputs may contain inaccuracies, omissions, incomplete information, or unintended results. The accuracy and quality of those Outputs depend on the data Customer provides and Customer’s compliance with this Agreement.
12.3 Intended Use and High-Risk Restrictions
The AI Features are designed to support teaching and learning, and are not designed, intended, or authorized for use as a “high-risk AI system”, “automated decision-making technology”, “automated decision tool” or any similar designation or any analogous category under applicable laws or regulations. Without limiting the foregoing, Customer agrees not to use the AI Features, and to ensure that its Users (if any) do not use the AI Features, for any of the following purposes:
determining access, enrollment or admission to, or assigning students or other persons to, educational and vocational training institutions at any level;
evaluating learning outcomes, including where those outcomes are used to steer a student’s learning process within educational and vocational training institutions at any level;
assessing the appropriate level of education that a person will receive or be able to access, within educational and vocational training institutions at any level; or
monitoring and detecting prohibited behavior by students during tests within educational and vocational training institutions at any level.
Customer also agrees not to use the AI Features in any way that would classify the AI Features or their Outputs as a “high-risk AI system”, “automated decision-making technology”, “automated decision tool” or any similar designation or any analogous category under applicable laws and regulations.
12.4 Not an AI Companion
The AI Features are intended to support learning, and are not intended to function as, and should not be characterized as, an “AI companion,” “virtual companion,” or any similar offering under applicable laws. Customer agrees not to use, market, or promote the AI Features as suitable for personal, emotional, social, or therapeutic companionship.
No Prohibited Practice
Customer also must not, and must ensure that its Users (if any) do not, use the AI Features for any purpose, or in any manner, that constitutes a prohibited practice or is otherwise prohibited or restricted under any applicable laws or regulations governing AI.
12.6 Restrictions on Use of Customer Data and Student Data for AI Training
Kira will not permit its third-party AI providers or other subprocessors to use Customer Data or Student Data to train or fine-tune their generalized AI models, except as expressly authorized by Customer in writing.
Notwithstanding the foregoing, Kira may process Customer Data and Student Data through AI Features and authorized subprocessors solely as necessary to provide, secure, support, maintain, evaluate, and improve the Services in accordance with this Agreement and applicable law. Such permitted processing may include inference, retrieval, indexing, embedding generation, safety filtering, abuse detection, debugging, support, service analytics, quality assurance, and performance evaluation, provided that such processing is not used to train or fine-tune generalized AI models on identifiable Customer Data or Student Data without Customer’s prior written consent.
Kira may use de-identified, aggregated, or anonymized data (collectively, “Usage Data”) to operate, analyze, improve, and develop the Services, provided that such data does not identify and cannot reasonably be used to identify Customer, any User, or any student, and provided that such use is consistent with applicable law and the terms of this Agreement.
12.4 School-Authorized Educational Purpose; Children’s Data
To the extent the Services are used by or on behalf of students, including students under the age of 13, Kira will collect, use, disclose, and otherwise process Student Data and children’s personal information solely for the purpose of providing the school-authorized educational Services, or as otherwise directed or authorized by Customer.
Kira will not use Student Data or children’s personal information for targeted advertising, behavioral advertising, sale of personal information, cross-context behavioral profiling, or other commercial purposes unrelated to providing the Services.
Customer is responsible for obtaining any consents or providing any notices required for its use of the Services, including where Customer authorizes Kira to collect personal information from students in an educational context. Kira will process such information in accordance with this Agreement, any applicable Data Processing Addendum, applicable privacy laws, and Customer’s lawful instructions.
Customer hereby designates Kira as a "school official" (as defined under the Family Educational Rights and Privacy Act) having a "legitimate educational interest” in the Student Data shared by Customer for the provision of the Services.
12.7 Retention and Deletion of AI-Processed Data
Kira will use commercially reasonable efforts to ensure that deletion requests are propagated to applicable subprocessors, subject to backup, archival, legal, security, and technical limitations described in the Agreement, the applicable Data Processing Addendum, or Kira's data retention policies. Customer acknowledges that AI Subprocessors may retain limited copies of processed data for security and abuse-monitoring purposes for a limited period in accordance with their published policies, and that such retention is outside Kira's control and not subject to deletion by Kira.
12.8 AI-Generated Outputs as Customer Data
To the extent AI-Generated Outputs are stored by the Services and associated with Customer, its Users, or its students, such AI-Generated Outputs will be treated as Customer Data or Student Data, as applicable, and will be subject to the same privacy, security, retention, return, and deletion obligations applicable to such data under this Agreement and the applicable Data Processing Addendum.
AI-Generated Outputs that contain Student Data, personally identifiable information from education records, or children’s personal information will be handled in accordance with the protections applicable to Student Data under this Agreement, the applicable Data Processing Addendum, and applicable law.
13. General Provisions
13.1 Export Compliance
The Services may be subject to export laws and regulations of the United States and other jurisdictions. Kira and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use the Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
13.2 Anti-Corruption
Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
13.3 Entire Agreement and Order of Precedence
This Agreement is the entire agreement between Kira and Customer regarding Customer's use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any contrary term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) any applicable Data Processing Addendum executed by the parties, (3) this Agreement, and (4) the Documentation; provided that a DPA shall govern over this Agreement only with respect to the processing, retention, and deletion of Customer Data and Student Data, and not with respect to any other commercial or legal terms. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
13.4 Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
13.5 Third-Party Beneficiaries
There are no third-party beneficiaries under this Agreement.
13.6 Waiver
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right, unless such waiver is in a signed writing by the party so waiving.
13.7 Severability
The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. This Agreement will be construed in all respects as if such invalid or unenforceable provision will be replaced with a valid and enforceable provision as similar as possible to the one replaced.
13.8 Assignment
Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, and any attempted assignment without such consent will be void. Notwithstanding the foregoing, Kira may assign this Agreement, in whole or in part, without Customer’s consent, to an affiliate, a subsidiary or a third party in the event of any reorganization, merger, or a sale of all or substantially all of Kira’s assets or business, including in connection with any bankruptcy or similar proceeding. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.9 Governing Law; Jurisdiction; Venue
This Agreement will be construed, interpreted, and applied in accordance with the laws of the state of New York (excluding its body of law controlling conflicts of law). Both parties hereby agree to the exclusive jurisdiction and venue of the federal and state courts located in the city, county and state of New York. Each party hereby irrevocably submits itself to the jurisdiction of such courts, and waives any objection it may have to the laying of such venue. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
13.10 Manner of Giving Notice
Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and sent by email to legal@kira-learning.com or, in the case of Kira providing notices, through the Services. Such notices will be effective upon (a) the same business day such notices are delivered, if transmitted before 5:00 PM Pacific Standard Time, or (b) on the second business day after such notices are delivered, if transmitted after 5:00 PM Pacific Standard Time.
13.11 Equitable Relief
A breach or threatened breach by Customer of its obligations under the “Usage Restrictions” or “Security; Confidentiality” sections, or any actual or threatened infringement, misappropriation, or other violation of the Kira IP, would cause Kira irreparable harm for which monetary damages would not be an adequate remedy. In the event of any such breach or threatened breach, Kira will be entitled to seek immediate equitable relief, including a restraining order, injunction, specific performance, and any other relief available from any court of competent jurisdiction, without any requirement to post a bond or other security or to prove actual damages. Such remedies are not exclusive and are in addition to all other remedies available at law or in equity.
13.12 Force Majeure
Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control.
