Kinimatic Platform Terms of Use

1) Acceptance of Terms. By accessing or using the Kinimatic Platform (“Platform”) and the Platform’s online user guides, API materials, and technical manuals for the Platform (collectively, “Documentation”), you (“User”) agree to comply with and be bound by these Terms of Use (“Terms”). If you do not agree to these Terms, you may not access or use the Platform. Kinimatic reserves the right to update or modify these Terms at any time. Users will be required to accept updated Terms before continued access following any changes.

2) License and Access. Kinimatic grants Users a non-exclusive, non-transferable, subscription-based license to access and use the Platform and Documentation on behalf of your company (“Company”) for your Company’s internal business purposes only, subject to these Terms.

2) User Responsibilities.

1. Users must provide accurate information and maintain the confidentiality of their login credentials.
2. Users are responsible for all activities conducted under their accounts.
3. Users must not use the Platform for unlawful purposes or in violation of any applicable laws or regulations.
4. Users must not:
   1. copy, modify, disassemble, decompile, reverse engineer or create derivative works of the Platform or Documentation;
   2. rent, lease, sell, assign, distribute, sublicense, permit timesharing or service bureau use, or otherwise transfer rights to the Platform or Documentation;
   3. interfere with or disrupt the integrity or performance of the Platform or third-party data therein or Documentation;
   4. attempt to gain unauthorized access to the Platform or its related systems or networks;
   5. input, upload, transmit, or otherwise provide to or through the Platform any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;
   6. access or use the Platform or Documentation for purposes of competitive analysis of the Platform, the development, provision, or use of a competing software service or product or any other purpose that is to Kinimatic’s detriment or commercial disadvantage;
   7. otherwise access or use the Platform or Documentation beyond the scope of the authorization granted under these Terms;
   8. remove, alter, or obscure proprietary notices in the Platform or Documentation.

4) Data Ownership and Security

1. All data inputted by Users remains the property of Company.
2. Kinimatic stores inventory data, shipment data, and limited user profile information (first name, last name, business email address).
3. Data is stored and retained for the duration of the Company’s subscription term. Data for disabled user accounts may be retained by Kinimatic indefinitely, unless otherwise required by law.
4. Users may download their data at any time using available Platform features.

5) Use of Data. Kinimatic may use any data for its own business purposes, including to train AI models and improve services, in accordance with applicable privacy laws and contractual obligations.

6) Termination and Suspension. Upon termination, all user access and automated integrations will be disabled. Kinimatic may suspend your access to the Platform at any time in its sole discretion.

7) Modifications and Updates. Kinimatic may update the Platform and these Terms from time to time. Users will be notified of material changes and may be required to accept updated Terms to continue using the Platform.

8) Disclaimer. EXCEPT AS MAY BE EXPLICITLY PROVIDED IN A WRITING BETWEEN KINIMATIC AND COMPANY, THE PLATFORM, DOCUMENTATION, AND ALL RELATED SERVICES AND THIRD PARTY MATERIALS ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” KINIMATIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KINIMATIC DOES NOT WARRANT THAT THE KINIMATIC PLATFORM, DOCUMENTATION, OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET CUSTOMER’S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, KINIMATIC IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM INTERNET OUTAGES, NETWORK INTERRUPTIONS, OR ANY ISSUES OUTSIDE OF KINIMATIC’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT USE OF THE INTERNET AND THIRD-PARTY NETWORKS IS INHERENTLY RISKY AND THAT KINIMATIC SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING THEREFROM. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN COMPANY AND YOU, AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

9) Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER KINIMATIC NOR ITS LICENSORS OR SUPPLIERS WILL BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, AND LOST PROFITS, REVENUE, DATA, OR BUSINESS (HOWEVER SUCH LOSSES ARE CLASSIFIED), EVEN IF ADVISED OF THE POSSIBILITY.

10) Governing Law and Mandatory Arbitration. This Agreement shall be governed by the internal laws of the State of Delaware. Any dispute related to these Terms must be submitted to binding arbitration, conducted at the offices of the American Arbitration Association (“AAA”) nearest to Kinimatic’s headquarters before a single arbitrator selected by agreement of the parties or, if the parties cannot agree, then as designated by the AAA in accordance with the terms of the Commercial Arbitration Rules of the AAA. Notwithstanding anything herein to the contrary, any party may seek equitable relief before a court having jurisdiction over the parties and the subject matter of the dispute. To the maximum extent practicable, an arbitration proceeding under the Agreement shall be concluded within one hundred eighty (180) days of the filing of the dispute with the AAA. If any term, covenant, condition or provision of this arbitration clause is found to be unlawful or invalid or unenforceable, the remaining part of the arbitration clause shall not be affected thereby and shall remain fully enforceable.