These Platform Terms of Use (the “Terms”) are a binding agreement between Kizuna Solutions Inc. (“Kizuna,” “we,” “us”) and the entity or person that accepts them (“Customer,” “you”). By creating an account, clicking “I Agree” (or similar), or accessing or using the Kizuna platform and related services (the “Platform”), you agree to these Terms. If a signed enterprise agreement (e.g., MSA + Order) covers your use of the Platform, that agreement controls to the extent of any conflict; these Terms apply only to services or users not covered by it.

Platform Overview
Kizuna helps you operationalize your background check review and adjudication logic, and maintain visibility into your compliance program, by providing structured views, analytics, and documentation workflows over background-check information you already receive from background screening providers. While our tools facilitate consistent and defensible review of those background checks, the Platform is an administrative and analytical workflow tool, not a consumer reporting agency (“CRA”), background check provider, legal advisor, employer, co-employer, or staffing firm. You retain exclusive control over your criteria and hiring decisions and remain responsible for ensuring your configurations and use of the Platform comply with the FCRA, EEOC guidance, and fair-chance laws.

1) Accounts, Access, and Roles.

1.1 Relationship of the Parties; No Employment Relationship. Nothing in these Terms creates any partnership, joint venture, or employment relationship between Kizuna and your personnel or Candidates. Kizuna does not hire, fire, discipline, supervise, set schedules, determine pay or benefits, or otherwise control the terms or conditions of employment for any Candidate or worker. You are solely responsible for all employer obligations (including wages, hours, workplace safety, discrimination, and leave), and for complying with all laws governing your employment and engagement relationships. You will not represent to any Candidate, regulator, or third party that Kizuna is your Consumer Reporting Agency, employer-of-record, co-employer, or decision-maker with respect to any employment, engagement, or similar decision.

1.2 Authorized Users. Only your employees and contractors acting on your behalf (“Authorized Users”) may access the Platform. You are responsible for their compliance, credential security, and prompt de‑provisioning.

1.3 Roles. For Customer Data you submit or integrate, Kizuna acts as your service provider/processor and processes that data only on your documented instructions to provide the enabled features. You are the business/controller and are solely responsible for:
(a) lawful collection, notices/authorizations, and any permissible‑purpose certifications;
(b) accurate, complete instructions and configurations; and
(c) ensuring appropriate human review precedes any action that could affect an individual.

Unless a signed addendum says otherwise, Kizuna does not act as a consumer reporting agency or furnisher, and does not make eligibility determinations.

1.3 API Access Requires Separate Approval. Basic signup grants UI access only. API access (including webhooks and bulk ingestion) is gated and requires (a) our written approval, (b) execution of the Kizuna API Addendum, and (c) successful completion of any credentialing, security, and compliance checks we require. Until approved, you must not call or attempt to access any API endpoints.

1.4 Third‑Party Credentials. If you provide credentials or authorize access to third‑party systems (e.g., CRA APIs), you represent and warrant that: (a) you are authorized by the third party to do so; (b) such disclosure and Kizuna’s use is permitted under your agreement(s) with that third party; (c) credentials are service‑account (not personal) and scoped to least privilege; (d) you will rotate credentials on an industry‑standard cadence and revoke them promptly if compromised or no longer needed; (e) the credentials will be used exclusively for automated, read-only data ingestion and not for manual access or administrative functions; (f) you will apply and maintain any necessary IP address allow-listing or other access controls required to limit access to the credentials to Kizuna’s designated network endpoints; and (g) your use of the ingested third-party data through the Kizuna Platform will remain compliant with all applicable laws, including but not limited to the third-party’s terms and the Fair Credit Reporting Act (FCRA) or similar consumer protection laws.  

2) Product Modules; Core Features; Future Features

2.1 Core Features. Unless a Product Module Addendum expressly states otherwise, core Platform features (including standard user interface components, basic reporting and analytics, templates, default configurations, starter workflows, mappings/taxonomies, and admin tools, and all foundational infrastructure necessary for the operation of the Platform) are governed by these Terms (and the DPA/API Addendum if applicable).

2.2 Product Module Classes. Certain capabilities may be offered as Product Modules and governed by Product Module Class Addenda incorporated by reference in your Order. Product Modules include (a) Compliance & Audit Management, (b) Workflow Action & Decisioning, (c) External Party Communications, and (d) Advanced Risk & Cohort Analysis. A Module Class Addendum applies to any current or future features that fall within its defined scope once enabled in your account by Order or in-Product toggle.

2.3 Candidate-Facing Features. Certain features of the Platform (for example, Candidate Portals, Candidate Context tools, or other candidate-facing workflows) may allow Candidates to view status information, upload documents, or submit additional context. These features are provided subject to Kizuna’s Candidate Portal Terms of Use available at https://kizuna.solutions/legal/candidate-portal-terms. Customer is responsible for:

• ensuring that inviting Candidates to use such features is consistent with Customer’s legal obligations (including FCRA, EEOC guidance, and applicable privacy laws); and

• providing any required disclosures and obtaining any required authorizations or consents from Candidates.
  
  

2.4 Order of Precedence for Modules. For an enabled Module, the order of precedence is: (1) your Master Services Agreement (MSA) where applicable, (2) the Order (including plan parameters/SLOs), (3) the applicable Module Class Addendum, (4) these Terms. Core Features remain governed by these Terms.

2.4 Fees & Payment.

(a) Fees. You agree to pay all fees specified in each Order, checkout flow, or in-product plan selection (collectively, “Fees”). Unless an Order expressly states otherwise, Fees are: (i) quoted and payable in U.S. dollars; (ii) based on the subscription tier, enabled Product Modules, usage metrics (such as number of seats, volume, or API calls), and add-ons you select; and (iii) non-cancellable and non-refundable, except as expressly set out in these Terms or the applicable Order.

(b) Billing and Payment Methods. Unless an Order states that you will be invoiced, you must provide a current, valid payment method (such as a credit card or other payment instrument) through the Platform’s billing interface. You authorize Kizuna and its third-party payment processors (each, a “Payment Processor”) to charge your payment method for all Fees that become due under your account, including recurring subscription Fees, metered/usage Fees, and any applicable taxes. You represent and warrant that you are authorized to use the payment method you provide and that all billing information is accurate and complete. You must promptly update your account with any changes (e.g., card number or expiration date).

(c) Invoices and Due Dates. If an Order specifies that you will be invoiced instead of being charged automatically through a Payment Processor, Kizuna will invoice you in accordance with that Order. Unless the Order states otherwise, all undisputed invoiced amounts are due within thirty (30) days of the invoice date. You remain responsible for all Fees incurred under your account, regardless of whether Platform usage is initiated by you, your Authorized Users, or anyone using your credentials in violation of these Terms.

(d) Taxes. Fees are exclusive of all taxes, levies, and duties (collectively, “Taxes”). You are responsible for all Taxes associated with your purchases, excluding Kizuna’s income, net worth, and employment taxes. If any payment is subject to withholding or deduction, you will gross up the payment so that Kizuna receives the amount it would have received had no withholding or deduction been required.

(e) Changes to Fees. Kizuna may update its standard pricing for the Platform and Product Modules from time to time. Unless an Order specifies fixed pricing for a committed Subscription Term, any change to Fees will become effective at the start of the next renewal term for your Subscription Term. We will provide you with advance notice of any material price increase in accordance with Section 13.1 (Term & Renewal), and you may choose not to renew if you do not agree to the updated Fees.

(f) Late Payments; No Setoff. If any undisputed Fees are not received by the applicable due date, Kizuna may (i) charge late fees or interest on the past-due amounts at the lesser of 1.5% per month or the maximum rate permitted by law, and (ii) recover any reasonable costs of collection (including reasonable attorneys’ fees) incurred in pursuing the overdue amounts. Your obligation to pay Fees is not subject to any setoff, counterclaim, deduction, or withholding of any kind, other than any withholding required by law as addressed in Section 2.4(d).

(g) Billing Disputes. If you believe there is an error in any invoice or charge, you must notify Kizuna in writing at support@kizuna.solutions (or another address we designate) within thirty (30) days after the invoice date or the date of the charge. Your notice must describe the disputed amount and the basis for the dispute in reasonable detail. The parties will work together in good faith to resolve any billing disputes. You must pay all undisputed amounts when due; failure to do so may result in suspension under Section 13.2. If a billing dispute is not resolved informally within thirty (30) days after you provide notice, either party may escalate the dispute under Section 14 (Dispute Resolution). This Section 2.4(g) applies only to disputes regarding specific invoices or charges and does not limit either party’s rights under Section 14 with respect to other disputes.

(h) Third-Party Resellers. If you purchase access to the Platform through an Authorized Reseller, ATS Partner, or CRA as described in Section 6.3, your payment obligations (including Fees, billing frequency, and taxes) may be governed by your agreement with that reseller. In that case, this Section 2.4 will apply only to the extent Kizuna invoices you directly and will not alter any separate payment terms you have agreed with the reseller.

3) Regulated Use; Lawful Basis; Certifications

3.1 Decision-Support and Client Responsibility. The Platform provides decision-support data, analytical tools, and administrative assistance only. You acknowledge and agree that: 

(a) Platform outputs are not a substitute for your independent legal analysis, human judgment, or regulatory obligations, and are not intended to be "consumer reports" or "investigative consumer reports" under the Fair Credit Reporting Act (FCRA) or similar state laws; and 

(b) you will not use Platform outputs as the sole basis for any final decision impacting an individual's employment, engagement, eligibility, or for any adverse-action determination. 

You are solely responsible for ensuring that all decisions made based on or influenced by the Platform comply with all applicable laws and regulations, including those related to employment, co-employment, background screening, and consumer protection.

3.2 Lawful Basis and Individual Rights. You are solely responsible for determining and maintaining a valid, continuous lawful basis for all data processing activities enabled by your use of the Platform (e.g., a permissible purpose under FCRA; a specific legal ground under GLBA/DPPA; or a valid consent, contractual necessity, or legitimate interest under applicable state, federal, or international privacy laws). This responsibility includes providing all required notices, authorizations, and disclosures to individuals and responding to all individual rights requests (e.g., access, deletion, or objection) related to the data you process on the Platform.

3.3 Required Certifications and Conclusive Reliance. Kizuna relies conclusively on your representations to perform the Services. You represent, warrant, and covenant to Kizuna that:
(a) all data, consumer reports, and related notices, disclosures, consents, authorizations, and certifications you collect and disclose to Kizuna are valid, accurate, complete, and lawful for the intended processing;
(b) you have the full legal right to share and process such data and have obtained all necessary individual consent and/or legal certifications; and
(c) you will maintain all valuable records for at least the minimum period required by applicable law and, in any event, not less than three (3) years, and that your instructions to Kizuna are complete, accurate, and up to date.

Kizuna may, without liability or prejudice to any other right or remedy, reject, disregard, suspend, or terminate processing that (i) appears unauthorized, (ii) lacks adequate certification, (iii) results from inaccurate instructions, or (iv) breaches this Section 3.3.

3.4 Operational Responsibilities. You are solely responsible for:
(a) Data Accuracy: ensuring that all Customer Data (including candidate files) is accurate and correctly labeled. Kizuna is not liable for errors resulting from incorrect data entry or tagging;
(b) Configurations & Workflows: the design, legality, and outputs of any workflows, decision logic, or automation rules you build in the Platform. You acknowledge that complex workflows or "AI agents" you configure may produce unforeseen results, and you agree to test and monitor such configurations before deploying them in production; and
(c) Template Usage: reviewing and customizing any templates to ensure legal compliance.

4) Use of Third-Party Service Providers

4.1 Use of Subprocessors and Third-Party Services. Kizuna may use other third-party service providers, vendors, and contractors (Subprocessors) to deliver the Platform, including those offering cloud hosting, data processing, or AI model-hosting services. These Subprocessors act strictly on Kizuna's instructions. Where data is shared with a Subprocessor for processing:
(a) Kizuna implements and maintains industry-standard safeguards, including PII minimization, encryption (in transit and at rest), and access controls.
(b) Subprocessors are contractually prohibited from using your data to train their generalized models.
(c) Data shared may be temporarily logged for necessary purposes such as security analysis and quality control, subject to the limitations set forth in the Privacy Policy and Data processing Addendum.

4.2 Customer Integrations. If you integrate third-party services (e.g., external AI agents, bots, or data providers) with the Platform, you acknowledge that Kizuna does not control and is not responsible for the behavior, availability, or errors of those third-party services. You are solely responsible for the security and compliance of any data you route to or from such services.

5) Acceptable Use

You and your Authorized Users will not:
(a) reverse engineer or attempt to access source code;
(b) bypass security, probe, or disrupt the Platform;
(c) use automated scraping/extraction except through approved API endpoints under the API Addendum and within documented rate limits;
(d) upload or process unnecessary sensitive identifiers (e.g., full SSNs, full DOBs) unless explicitly required for a feature you enable;
(e) use the Platform to discriminate or to violate employment, privacy, or consumer-protection laws;
(f) use Kizuna outputs as the sole basis for any eligibility or adverse-action decision, or in any way that substitutes for the independent human judgment and final decision-making of any Customer (Kizuna is not an employer, co-employer, joint employer, staffing agency, or decision-maker with respect to Candidates or your personnel);
(g) directly or indirectly sell, rent, lease, sublicense, or otherwise distribute or make available the Platform or its outputs to any third party (i.e., you will not resell the service except as expressly permitted for Authorized Resellers under Section 6.3);
(h) use the Platform or its data to develop, train, or enhance any competing software, service, or product;
(i) engage in any fraudulent, abusive, or illegal activity, including impersonating any person or entity, uploading illegal content, or violating any criminal laws; or
(j) take any action that unreasonably interferes with or degrades the performance of the Platform or the ability of any other Kizuna client to use the Platform.
(k) You represent that you are not a competitor of Kizuna and are not accessing the Platform for competitive benchmarking, reverse engineering, or any litigation support purposes. You will not grant access to any individual or entity to investigate, monitor, or gather evidence regarding the Platform’s intellectual property or features.

6) Customer Data; Privacy; Subprocessors 

6.1 Customer Data. As between the parties, you retain all right, title, and interest in and to Customer Data (including any Report Artifacts, background check results, or candidate files you upload or route to us). You grant Kizuna a non-exclusive, worldwide, royalty-free license to access, store, process, and display Customer Data solely: (a) to provide, maintain, and update the Platform and Services; (b) to prevent or address service or technical problems; (c) as compelled by law; and (d) as expressly permitted in writing by you.

6.2 Data Roles and DPA. The parties acknowledge their respective roles under data protection laws. For Candidate Data (Report Artifacts and Candidate Context submissions), Kizuna acts as a Processor (or Service Provider), and such processing is governed by the Data Processing Addendum (DPA) available at www.kizuna.solutions/legal/data-processing-addendum which is incorporated by reference. You represent that you have a valid lawful basis (including FCRA Permissible Purpose where applicable) to process all Candidate Data you submit.

6.3 Authorized Resellers and Partners. If you are an authorized Reseller, ATS Partner, or CRA accessing the Platform on behalf of your own customers ("End-Users") pursuant to a valid Order or Partner Agreement:
(a) You represent and warrant that you have sufficient rights and authorization from your End-Users to transfer their data to Kizuna;
(b) You agree that Kizuna may process such data as if it were submitted directly by the End-User; and
(c) You are responsible for your End-Users' compliance with these Terms, including the prohibition on using Platform outputs as the sole basis for adverse actions. 

(d) To the extent you act as a Consumer Reporting Agency, you remain solely responsible for complying with the FCRA and similar laws as the CRA of record. Kizuna does not compile, furnish, or take responsibility for consumer reports; Kizuna only processes data and displays tools at your or your End-Users’ direction.

6.4 Aggregated & De-Identified Data. Notwithstanding Section 6.1, Kizuna may monitor Platform use and collect, generate, and use Aggregated Data. "Aggregated Data" means data that has been de-identified or anonymized such that it cannot reasonably be linked to any individual or Customer. Kizuna owns all Aggregated Data and may use it for any lawful purpose, including to analyze trends, train machine learning models, and improve the Platform. 

6.5 Privacy Policy. Our collection and use of User Account Data (where we act as a Controller regarding your internal admins/users) is described in our Privacy Policy available at www.kizuna.solutions/legal/privacy. Our Privacy Policy also provides transparency regarding our limited processing of Candidate Data, which remains subject to the DPA.

6.6 Subprocessors. You authorize Kizuna to engage third-party Subprocessors (e.g., cloud hosting, AI infrastructure) to assist in providing the Services. A current list of Subprocessors is available at www.kizuna.solutions/legal/subprocessors. We remain responsible for the acts and omissions of our Subprocessors to the same extent we are responsible for our own.

7) Availability; Support; Changes

7.1 Service Availability. Kizuna will use commercially reasonable efforts to make the Platform available. You acknowledge that the Platform is an evolving tool and that occasional unavailability due to maintenance, upgrades, or technical issues is expected. Kizuna does not guarantee uninterrupted or error-free operation. Formal Service Level Agreements (SLAs) and uptime credits apply only if purchased under a separate Order.

7.2 Support. We provide standard support via email and in-platform ticketing during our standard business hours (Pacific Time), excluding holidays. We will use reasonable efforts to respond to inquiries but do not guarantee specific resolution times unless otherwise agreed in an Order. 

7.3 Evolving the Platform. We are constantly improving Kizuna. We may modify the Platform to add features, improve security, or update APIs. We will not materially decrease the core functionality of the Platform during your Subscription Term. If we deprecate a material feature, we will use reasonable efforts to provide prior notice and a transition path.

7.4 Feedback. You may voluntarily provide suggestions, comments, or feedback regarding the Platform ("Feedback"). You agree that Kizuna exclusively owns all rights to such Feedback and is free to use it to improve the Platform without any obligation or compensation to you.

7.5 Early Access & Betas. We may invite you to try "Beta," "Labs," or "Early Access" features. You acknowledge that these features are still in development and may not yet meet the performance or reliability standards of our core Platform. They are provided for evaluation purposes and are not subject to the same support obligations, warranties (including the performance warranty in Section 10.2), or SLAs as the generally available Service.

8) Confidentiality; Security; Incident Response

8.1 Confidentiality. "Confidential Information" means non-public information disclosed by a party, including Platform outputs, background check reports, pricing, and API documentation. Each party will protect the other’s Confidential Information using reasonable care and use it only to perform this Agreement. You acknowledge that background check reports are highly sensitive and must be handled in strict accordance with this Section and applicable law. 

8.2 Kizuna Security Program. We maintain strict safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls, MFA for privileged access, vulnerability management, and audit logging. 

8.3 Incident Response. We will notify you without undue delay (and in any event within legal timeframes) after confirming a Security Incident involving the unauthorized access, disclosure, or loss of your Customer Data. We will cooperate in good faith on remediation and any required notices to regulators or individuals. 

8.4 Customer Security Responsibilities. You are solely responsible for:
(a) Credential Security: maintaining the security of your account credentials and API keys. You must notify us immediately of any unauthorized use;
(b) Internal Environment: the security of your own networks, devices, and systems used to access the Platform. Kizuna is not liable for data compromises resulting from malware, compromised endpoints, or insecure networks on your side;
(c) Social Engineering: guarding against social engineering (e.g., phishing) attacks targeting your Authorized Users. You acknowledge that Kizuna will never ask for your password via email or phone; and
(d) Exported Data: the security and privacy of any data once it is exported, downloaded, or printed from the Platform.

9) Intellectual Property; Feedback; Usage Data

9.1 IP Ownership.

(a) Kizuna IP. Kizuna exclusively owns the Platform and all legal and intellectual property rights therein, including but not limited to:
(i) Code & Logic: all source code, object code, algorithms, scoring engines, and Kizuna’s proprietary classification logic and normalization rule sets;
(ii) User Experience: all user interface (UI) designs, visual layouts, "look and feel," workflows, dashboards, and pre-built templates;
(iii) Infrastructure: all APIs, data models, schemas, and documentation; and
(iv) Derivatives: all improvements, modifications, and derivative works of the foregoing, whether created by Kizuna or you.

For clarity, while Kizuna may provide risk or cohort models as decision-support tools, those models operate on data supplied by Customers and their providers, and do not constitute consumer reports or replace Customer responsibility for final employment decisions.

(b) Customer IP. You own all right, title, and interest in and to:
(i) Customer Data: the raw data, files, and content you submit to the Platform;
(ii) Customer Configurations: the specific parameter settings, rule definitions, and workflows you configure; and
(iii) Platform Outputs: the specific instances of Kizuna Summaries, decision records, reports, and AI-generated drafts that you adopt or generate for your Candidates.

(c) License. You grant Kizuna a license to execute your Customer Configurations and process Platform Outputs solely to provide the Services. 

(d) Templates & Third-Party Content. To the extent you use pre-built templates, wizards, or third-party rule sets provided within the Platform, you acknowledge that Kizuna retains ownership of the underlying template structure and logic. Third-party content is provided "AS IS" for convenience only, and you are responsible for ensuring it meets your specific needs.

9.2 Feedback & Residuals. 

(a) Feedback. You grant Kizuna a royalty‑free, perpetual license to use any suggestions or feedback for any purpose. 

(b) Residual Knowledge. Nothing in this Agreement restricts Kizuna personnel from using general ideas, concepts, or know-how retained in their unaided memory, provided they do not disclose your Confidential Information. 

9.3 Usage/De-identified Data. We may use aggregated and de-identified data related to Platform usage, Customer Configurations, and decision outcomes for analytics, security, product improvement, machine learning model training, industry benchmarking, and academic research. You acknowledge that Kizuna may share Aggregated and De-identified Data with academic or research partners (e.g., universities) to validate and improve the scoring models, provided such partners are bound by confidentiality and data-use restrictions. In any event, Kizuna will not use Customer Data in any way that could reproduce or reveal your specific Confidential Information.

For clarity, Customer authorizes Kizuna to generate Aggregated and De-identified Data from Customer Data and to use and disclose such Aggregated and De-identified Data as described in this Section, including after termination of the Subscription Term, provided it cannot reasonably be used to identify any individual or to disclose Customer’s Confidential Information.

10) Warranties; Disclaimers

10.1 Mutual Authority. Each party represents it has the authority to enter into these Terms. 

10.2 Performance Warranty. Kizuna warrants that the Platform will operate in substantial conformity with its applicable documentation. If Kizuna breaches this warranty, your exclusive remedy is to request a repair or replacement of the non-conforming feature, or to terminate for material breach if we cannot remedy it. 

10.3 General Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.2, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, KIZUNA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT.

10.4 Specific Disclaimers.

(a) No Professional or Legal Advice. The Platform, templates, and decision-support tools are for administrative efficiency only and do not constitute legal, compliance, or HR advice. You are solely responsible for verifying that your use of the Platform complies with the FCRA, EEOC and other relevant regulatory and administrative guidance, and applicable federal, state, and local laws. Without limiting the foregoing, Kizuna does not represent or warrant that the Platform, any configuration, or any default template will ensure your compliance with any law or regulation, including the FCRA, any ‘ban-the-box’ or fair-chance law, or any law governing automated decision tools or AI in hiring.

(b) Third-Party Data Accuracy. Kizuna displays data provided by you or third parties (e.g., CRAs). We require such data to be sourced from regulated Consumer Reporting Agencies because they are legally obligated to maintain "reasonable procedures to assure maximum possible accuracy" under the FCRA. Accordingly:  (i) Kizuna relies conclusively on the accuracy and completeness of the data as provided by the CRA at the time of ingestion;  (ii) We do not independently verify the content of these reports; and (iii) Any dispute regarding the accuracy or completeness of a background check report must be directed to the originating CRA, not Kizuna. We cannot correct or modify source data. As between the parties, any entity that orders or furnishes consumer reports (such as a Consumer Reporting Agency or employer) remains solely responsible for compliance with the FCRA and similar laws, including disclosures, authorizations, adverse-action procedures, dispute handling, and any requirement to provide copies of reports or notices of rights to individuals.

(c) AI & Automated Processing. Features that parse, classify, summarize, or generate draft content (e.g., policies, notices, emails, etc.) are automated aids designed to assist your review processes. While we strive for high accuracy, such processing may occasionally misinterpret text or data fields. You are solely responsible for reviewing, editing, and verifying the accuracy before relying on any AI-generated output or sending any AI-drafted communications.

(d) Risk & Cohort Models. Our risk, desistance, and cohort models are statistical tools based on academic research and historical data. They provide decision-support insights (including scores and comparative benchmarks) regarding potential risk factors, not guarantees of any individual’s future behavior. You are responsible for determining the weight and eligibility of such outputs in your hiring process. We do not represent or warrant that any model or output will be free from error or potential bias, or that it will satisfy any particular fairness, impact, or audit standard in your specific use case.

11) Indemnification

11.1 By Kizuna (IP). We will defend you against third‑party claims that your authorized use of the Platform infringes a U.S. patent, copyright, or trade secret, provided that Kizuna shall have no obligation to defend or indemnify you against any Claim (a) related to any legal proceeding, demand, or dispute that was pending or threatened against Kizuna prior to the Effective Date of your Order; or (b) arising from your combination of the Platform with non-Kizuna data or systems.

11.2 By Customer (Use & Data). You will defend Kizuna against claims arising from:
(a) Your or an Authorized User’s misuse or violation of law (including but not limited to FCRA/GLBA/DPPA obligations, applicable data privacy and security laws (e.g., CCPA, GDPR), employment discrimination claims under Title VII or state equivalents, end-user disclosure, authorization and adverse-action duties related to the use of Consumer Reports, and any obligations under laws or regulations governing automated decision tools or AI in hiring or employment (such as New York City’s AEDT rules, the Colorado AI Act, or similar frameworks));
(b) Customer Data, Customer Configurations, or your instructions (including alleged inaccuracies, unlawful collection/disclosure, or lack of required notices/consents/authorizations/permissible purpose);
(c) combination or use with non‑Kizuna items;
(d) unauthorized use of third‑party systems or disclosure/misuse of third‑party credentials you supply; or (e) breach of the API Addendum.

(e) any allegation that Kizuna or the Platform acted as a ‘consumer reporting agency’ or furnished ‘consumer reports’ (as those terms are defined under the FCRA or similar laws) in connection with your use of the Services, to the extent such allegation arises from your configuration, instructions, or use of the Platform together with background information you or your providers supply.

11.3 IP Remedies. If a claim under Section 11.1 occurs or appears likely, Kizuna may, at its option:
(a) procure the right for you to continue using the Platform;
(b) modify or replace the infringing component to make it non-infringing; or
(c) if neither is reasonably feasible, terminate your Order and refund any pre-paid, unused fees. This Section 11 states Kizuna’s sole liability and your exclusive remedy for intellectual property infringement. 

11.4 Procedure. The party seeking indemnity must:
(a) provide prompt written notice of the claim;
(b) grant the indemnifying party sole control of the defense and settlement (provided that any settlement admitting fault requires the indemnified party’s consent); and
(c) provide reasonable cooperation.

12) Limitation of Liability 

12.1 Waiver of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA (INCLUDING ANY DAMAGES RESULTING FROM INACCURATE BACKGROUND CHECK DATA OR PLATFORM OUTPUTS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

12.2 Liability Caps.

(a) General Cap. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO KIZUNA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. 

(b) Data Security. NOTWITHSTANDING 12.2(a), KIZUNA’S TOTAL LIABILITY FOR A SECURITY INCIDENT (DEFINED IN SECTION 8) INVOLVING CUSTOMER DATA SHALL BE LIMITED TO TWO TIMES (2X) THE GENERAL CAP. THIS IS YOUR SOLE REMEDY FOR DAMAGES ARISING FROM A DATA BREACH. 

12.3 Exclusions. THE CAPS IN SECTION 12.2 DO NOT APPLY TO: (a) YOUR OBLIGATION TO PAY FEES; (b) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (SUBJECT TO THE CARVE-OUTS THEREIN); (c) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (d) YOUR VIOLATION OF SECTIONS 3 (REGULATED USE) OR 5 (ACCEPTABLE USE).

13) Term; Suspension; Termination

13.1 Term & Renewal.
(a) Term. These Terms remain in effect as long as you access the Platform. The "Subscription Term" for paid features will be specified in your Order (or the checkout interface).
(b) Auto-Renewal. Unless your Order states otherwise, Subscription Terms will automatically renew for successive periods equal to the expiring term (or one year, whichever is shorter) at Kizuna’s then-current rates, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term. 

13.2 Suspension. Kizuna may suspend your access immediately, without liability, if: (a) you are in breach of Section 5 (Acceptable Use) or Section 3 (Regulated Use); (b) your payment is overdue (after 10 days' notice); (c) we reasonably suspect your account has been compromised or is being used for competitive intelligence or litigation support; or (d) your usage poses a security risk or compliance threat to Kizuna or its other customers. 

13.3 Termination.
(a) For Cause. Either party may terminate for uncured material breach after thirty (30) days’ written notice.
(b) For Convenience. You may not terminate for convenience unless expressly permitted in your Order. Kizuna may terminate for convenience (e.g., to discontinue a free tier) with 30 days' notice.
(c) Legal Necessity. Kizuna may terminate or modify an Order immediately if we determine that providing the Services has become prohibited by law, regulation, or a binding court order. 

13.4 Effect of Termination.
(a) Payment. You must pay for all Services provided up to the effective date of termination. If you terminate for our uncured breach, we will refund any pre-paid, unused fees. If we terminate for your breach, you remain liable for all fees due for the remainder of the Term.
(b) Data Export. Upon termination, your access ceases. We will make Customer Data available for export for thirty (30) days and then delete it in accordance with our DPA and retention policies, unless law requires preservation.
(c) Survival. Sections 1.4 (Third-Party Credentials), 3 (Regulated Use), 5 (Acceptable Use), 6 (Data/Privacy), 8 (Confidentiality), 9 (IP), 10 (Disclaimers), 11 (Indemnification), 12 (Liability), and 14 (Dispute Resolution) survive termination.

14) Dispute Resolution; Governing Law; Venue

14.1 Arbitration & Class Waiver. Any dispute will be resolved by binding arbitration on an individual basis. The FAA governs this section. Arbitration will be administered by AAA under the applicable rules (Consumer for individuals; Commercial for organizations) in San Francisco, California, or remotely if permitted. Either party may bring a claim in small‑claims court. To the extent required by law, nothing limits a party’s ability to seek public injunctive relief in court. You may opt out by emailing legal@kizuna.solutions (Subject: "Arbitration Opt-out") within 30 days of first acceptance. 

14.2 Governing Law. Delaware law (excluding conflicts) and applicable U.S. federal law govern these Terms. Courts in San Francisco County, California have exclusive jurisdiction for any non‑arbitrable claims.

15) Miscellaneous

15.1 Enterprise Agreement Controls. If you have a signed Master Services Agreement (MSA) or Enterprise Order with Kizuna, that agreement supersedes these Terms for all Covered Services. In the event of a conflict, the order of precedence is: (1) Order; (2) MSA; (3) Product Addenda (e.g., API Terms); and (4) these Terms. 

15.2 Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or acquisition, provided that (a) the successor is not a competitor of Kizuna, and (b) you provide prompt written notice. Any prohibited assignment is void. 

15.3 Publicity. You grant Kizuna a limited right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications. You may revoke this right by emailing legal@kizuna.solutions. 

15.4 Force Majeure. Neither party is liable for failure or delay (except for payment obligations) caused by events beyond its reasonable control, including denial-of-service attacks, cloud provider failures, restrictions or blocks imposed by third-party data sources, strikes, or government actions. 

15.5 General.
(a) Independent Contractors. The parties are independent contractors, not partners or agents.
(b) No Waiver & Severability. Failure to enforce a provision is not a waiver. If any provision is unenforceable, it will be modified to reflect the parties’ intent or severed, and the rest remains in effect.
(c) No PO Terms. Terms in your purchase orders or vendor portals are for your administrative convenience only and do not amend these Terms.
(d) Export & Compliance. You represent you are not a Restricted Party under U.S. export or sanctions laws. You will not use the Platform in violation of the FCPA or other anti-corruption laws.

15.6 Entire Agreement. These Terms (including incorporated Orders and Addenda) constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements or understandings.

Last updated: December 11, 2025