Terms of Service

1.Agreement to these Terms

These Terms of Service (the “Terms”) are a binding agreement between you and KPI360 (“KPI360,” “we,” “us,” or “our”), the operator of the KPI360 platform and website at kpi360.ai (the “Service”). By clicking “sign in,” creating an account, or accessing or using the Service, you accept these Terms. If you are entering into these Terms on behalf of a company or other legal entity (a “Customer”), you represent that you have authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, do not use the Service.

2.Definitions

• “Customer Data” means data, records, and content that you or your authorized users submit to, or that the Service ingests on your behalf from your connected systems (e.g., point-of-sale, spreadsheets), and results derived from it.
• “Authorized Users” means individuals you permit to access the Service under your account (e.g., owners, managers, finance staff).
• “Integrations” means third-party services you connect to the Service, such as Toast POS, Google Sheets, and payment providers.
• “Subscription” means your paid plan, billed per connected location.

3.The Service and license

Subject to these Terms and your payment of applicable fees, KPI360 grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your Subscription term. We may update, improve, or modify the Service from time to time.

You may not: (a) resell, sublicense, or provide the Service to third parties except your Authorized Users; (b) reverse engineer, decompile, or attempt to derive source code except as permitted by law; (c) use the Service to build a competing product; or (d) remove or obscure any proprietary notices.

4.Accounts, eligibility, and security

You must provide accurate account information and keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account, including that of your Authorized Users. You must be at least 18 years old and capable of forming a binding contract. Notify us promptly of any unauthorized use at the contact address below.

5.Customer Data and ownership

As between the parties, you own all Customer Data. You grant KPI360 a worldwide, non-exclusive license to host, process, transmit, display, and analyze Customer Data solely to provide, secure, support, and improve the Service, and as otherwise permitted in our Privacy Policy and Data Processing Addendum.

You represent that you have all rights and permissions necessary to provide Customer Data to the Service and to authorize the processing described here, including with respect to your Integrations. You are responsible for the accuracy and legality of Customer Data.

6.Acceptable use

You agree not to, and not to permit any Authorized User or third party to:

• use the Service in violation of any law, regulation, or third-party right;
• upload malware or attempt to gain unauthorized access to the Service, other customers’ data, or our systems;
• interfere with or disrupt the integrity or performance of the Service;
• access data that is not your own, or another company’s workspace;
• use the Service to send unsolicited communications or to store or transmit unlawful, infringing, or harmful content;
• exceed rate limits or usage allowances, or circumvent metering or access controls.

We may investigate suspected violations and cooperate with legal authorities.

7.Integrations and third-party services

The Service interoperates with third-party services you choose to connect, including Toast POS, Google Sheets, Stripe (payments), and AI providers used to generate insights. Your use of those services is governed by their own terms and privacy policies. We are not responsible for third-party services, their availability, or their handling of your data outside the Service. You are responsible for obtaining and maintaining any rights, licenses, and consents required to connect them.

8.Fees, billing, and renewal

The Service is offered on a subscription basis priced per connected location, as described at checkout. Unless otherwise stated: fees are billed in advance on a recurring (e.g., monthly) basis; your Subscription automatically renews for successive periods until cancelled; and the number of billable locations is determined by the point-of-sale locations connected to your account.

Payments are processed by our payment processor. You authorize us and our processor to charge your payment method for all fees. Fees are exclusive of taxes, which you are responsible for. Except where required by law, fees are non-refundable and there are no credits for partial periods. We may change pricing on prospective renewal with reasonable notice.

9.Intellectual property

KPI360, including its software, models, dashboards, designs, logos, and documentation, is owned by us and our licensors and is protected by intellectual property laws. Except for the license expressly granted to you, we reserve all rights. Feedback you provide may be used by us without restriction or obligation.

10.Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisors with a need to know who are bound by confidentiality. This does not apply to information that is public, independently developed, or required to be disclosed by law.

11.No financial, accounting, tax, or legal advice

12.Disclaimers of warranties

THE SERVICE IS PROVIDED “as is” AND “as available” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA OR OUTPUTS WILL BE ACCURATE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME MAY NOT APPLY TO YOU.

13.Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN.

14.Indemnification

You will defend, indemnify, and hold harmless KPI360 and its officers, employees, and agents from and against third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising from your Customer Data, your use of the Service, your Integrations, or your breach of these Terms, except to the extent caused by our gross negligence or willful misconduct.

15.Term, termination, and suspension

These Terms apply while you use the Service. You may cancel your Subscription at any time; cancellation takes effect at the end of the current billing period. We may suspend or terminate access for non-payment, violation of these Terms, or to protect the Service or other customers. Upon termination, your license ends and, subject to law and our Privacy Policy, we may delete Customer Data after a reasonable period. You may request export of your Customer Data before deletion. Sections that by their nature should survive (e.g., ownership, disclaimers, liability, indemnity) survive termination.

16.Changes to the Service and Terms

We may modify the Service and these Terms. For material changes to the Terms, we will provide notice (e.g., by email or in-app). Changes take effect on the stated effective date; your continued use after that date constitutes acceptance. If you do not agree, you must stop using the Service.

17.Governing law and dispute resolution

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. Subject to the following paragraph, the state and federal courts located in New York County, New York will have exclusive jurisdiction, and each party consents to venue there.

Informal resolution. Before filing a claim, the parties agree to attempt to resolve the dispute informally by contacting the other in writing and negotiating in good faith for at least thirty (30) days. Nothing prevents either party from seeking injunctive relief for misuse of intellectual property or confidential information. [If arbitration is desired, an arbitration clause should be added here upon counsel’s review.]

18.Miscellaneous

Entire agreement. These Terms, the Privacy Policy, and any order or plan you accept are the entire agreement and supersede prior agreements on the subject. Assignment. You may not assign these Terms without our consent; we may assign in connection with a merger, acquisition, or sale of assets. Severability. If any provision is unenforceable, the rest remain in effect. No waiver. Failure to enforce a provision is not a waiver. Force majeure. Neither party is liable for delays caused by events beyond its reasonable control. Notices. We may provide notices via email or the Service.

19.Contact

Questions about these Terms: legal@kpi360.ai. KPI360, New York, NY.