Terms & Conditions

This Subscription Agreement (this “Agreement”) constitutes a legal agreement between you (“You,” “Your”) and Kiowa Corporation (“Kiowa”) and states the terms and conditions that govern Your subscription to and use of Kiowa’s products and/or services. By subscribing to or using any such products and/or services, You agree to abide by the terms of this Agreement. 

Subscriber is being granted rights under this Agreement for the purpose of accessing and using one or more of Kiowa’s commercially available products and/or services, namely the KLIP software (individually and collectively, the “Products”). Appendix A details the specific terms around use and subscription to “KLIP”. This Agreement covers all Products made available to Subscriber by Kiowa. Kiowa retains sole and absolute discretion over the Products and may modify them at any time. The subscriber’s use of and access to such Products are subject to the terms of this Agreement.

For the Term of this Agreement, Kiowa hereby grants Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to allow Subscriber’s designated participants to use the Products as per the subscription terms outlined herein. Kiowa hosts and retains control over the Products and only make them available for access and use by Subscriber through Microsoft Outlook. This license does not permit Subscriber or its designated participants to use the Products for any purpose other than as expressly permitted under this Agreement. Kiowa reserves the right to, in its sole discretion, (i) revoke access and use of the Products at any time, (ii) monitor or measure Subscriber’s use of the Products, and/or (iii) provide services or support necessary to maintain the Products. Subscriber and/or its designated participants shall not and shall not attempt to directly or indirectly, (i) copy, modify, translate, or create derivative works of the Products, (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of any part of the Products, (iii) lend, lease, offer for sale, sell or otherwise use any part of the Products for the benefit of any other third parties, or (iv) attempt to circumvent any license, timing or use restrictions that are built into any part of the Products.

The parties acknowledge that this Agreement does not transfer any right, title or interest in any intellectual property right to the other. Kiowa maintains all rights, title, and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights contained in and to (i) the Products and (ii) all original works of authorship, inventions, processes, concepts, documents, work product and other materials or other proprietary information made accessible or delivered to Subscriber or to any participant under this Agreement or prepared by or on behalf of Kiowa in the course of providing the Products (collectively, “Intellectual Property Rights”). The limited rights granted to Subscriber to access and use the Products under this Agreement do not convey any additional rights in the Products or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Products as expressly provided herein, all rights, title, and interest in and to the Products and all Intellectual Property Rights will remain with and belong exclusively to Kiowa.

This Agreement shall commence upon Subscriber’s use of the Products and shall continue until terminated in accordance with this Agreement (the “Term”). Either party may terminate this Agreement at any time, for any or no reason, provided, however, Subscriber must provide written notice to Kiowa of its election to terminate this Agreement (email is permissible). Kiowa is not required to provide Subscriber notice of its election to terminate its provision of the Products and/or this Agreement. Upon termination of this Agreement, Kiowa may deny Subscriber and its designated participants access to the Products and withhold, remove or discard any content, data, or other information that Subscriber or its designated participants have posted, uploaded, or otherwise shared while using the Products.

The subscriber acknowledges and agrees that its use of the Products may result in Kiowa disclosing certain confidential, proprietary, and/or trade secret information related to the Products and/or Intellectual Property Rights (the “Confidential Information”). Subscriber agrees that it will not, without the express prior written consent of Kiowa, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (i) is or becomes generally available to the public through any means other than as a result of any act or omission by Subscriber; (ii) is rightfully received by Subscriber from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (iii) is independently developed by Subscriber without any reliance on any Confidential Information.

Subscriber shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by Kiowa in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Subscriber containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its affiliates and their legal counsel, accountants, or auditors without the other party’s prior written consent.

This Agreement is subject to and incorporates by reference Kiowa’s Privacy Policy. By entering into this Agreement, Subscriber agrees to be contacted by Kiowa during and after the Term of this Agreement to participate in the subscription and use of current or future Products.

Each party represents and warrants to the other party that it shall perform its obligations hereunder in compliance with all applicable laws, including export control laws of the United States which are applicable to the provision and use of the Products.

THE PRODUCTS ARE PROVIDED “AS IS”. KIOWA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, KIOWA DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE PRODUCTS. ACCESS TO AND USE OF THE PRODUCTS IS ENTIRELY AT SUBSCRIBER’S OWN RISK. IN NO EVENT SHALL KIOWA BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT(S), EVEN IF SUBSCRIBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBSCRIBER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY PRODUCT.

Subscriber agrees to indemnify and hold Kiowa, its officers, directors, shareholders, agents, and employees harmless from any losses (including attorneys’ fees) that result from any third-party claims related to Subscriber’s or its designated participants' access, use, or misuse of the Products or Intellectual Property Rights, or any act or omission by Subscriber or its participants in violation of this Agreement. To the maximum extent permitted by law, in no event shall Kiowa be liable to Subscriber for any special, indirect, incidental, consequential, punitive, or exemplary damages or for loss of profits, revenues, contracts, loss of use, loss of data, business interruption, or cost of replacement goods related to or in connection with this Agreement, even if advised of the possibility of such damages.

This Agreement does not create a partnership, agency relationship, or joint venture between the parties. Subscriber may not assign this Agreement in whole or in part without Kiowa’s prior written consent, and the terms hereof are binding on Subscriber’s successors and permitted assigns. If any provision of this Agreement is deemed unenforceable by a court of competent jurisdiction, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will remain in full force and effect. Failure of Kiowa to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement shall be governed exclusively by the laws of the State of California, without regard to the State of California’s conflict of law provisions. The state and federal courts in Santa Clara County, California shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each party consents to the personal jurisdiction and venue of these courts.