Capitalized terms not otherwise defined in these supplemental terms (these “Supplemental Terms”) will have the respective meanings assigned to them in the Master Subscription Agreement or the Pass-Through Subscription Agreement (as applicable, the “Terms”) unless you (“you” or “your” or “Client”) have entered into a written master subscription agreement executed by Kustomer, Inc. (“we,”, “us”, “our” or “Kustomer“) in which case the Terms shall refer to such written master subscription agreement. Kustomer may modify these Supplemental Terms from time to time, subject to Section 11 of the Terms.
These Supplemental Terms are in addition to the Terms and any separately executed agreement for services between you and Kustomer (each, as applicable, the “Agreement”). In the event of any inconsistency between these Supplemental Terms and the Terms, the applicable Supplemental Terms will take precedence. By accepting these terms and conditions on behalf of a company or other legal entity, you represent that you are authorized to bind such entity to these Supplemental Terms. If you are not authorized then you agree that you may not and will not attempt to enable any supplemental feature.
A. Third-Party Services
We may provide links or references to Third-Party Services in the Documentation and/or within the Platform, including, but not limited to, integrations and applications made available in our Application Directory accessible from within the Platform. If you decide to enable, access or use Third-Party Services, your access and use of such Third-Party Services shall be governed solely by the applicable third-party terms, policies and licenses (the “Third-Party Services Terms”) of such Third-Party Services. Such Third-Party Services are not provided by us; we are neither liable nor responsible for (i) their functioning, results or effects, (ii) their privacy practices, data security processes or other policies and (iii) we do not support, license, control, endorse or otherwise make any representations or warranties regarding any such Third-Party Services. We cannot guarantee the continued availability of such Third-Party Services, and may disable access to them without entitling you to any refund, credit or other compensation, if, for example and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the Platform in a manner acceptable to us. We will use reasonable efforts to provide you with advance notice prior to disabling access to any Third-Party Services, which may include email, a specific announcement on our website or within the Platform, posting on our blog or by some other similar means.
To the extent you access and use such Third-Party Services in connection with the Platform, you hereby certify that (i) you have agreed to the Third-Party Services Terms, as applicable, and will not use such Third-Party Services in any way that would violate such Third-Party Services Terms, (ii) that you have provided notice to (or will provide notice to) and received (or will receive) all necessary consents from individuals as required by such Third-Party Services Terms or applicable law prior to contacting, communicating with, and/or recording or transcribing conversations with such individuals using the Third-Party Service. Additionally, if you are accessing and using the Platform in connection with an integration to a Third-Party Service that enables you to communicate (e.g. phone, chat, messaging) with your customers and other individuals, you are responsible for complying with all applicable laws governing your access and use of such Third-Party Services.
B. Kustomer IQ Features
The Platform includes the ability for you to enable and access certain artificial intelligence (AI) and machine learning powered features, including, but not limited to, sentiment analysis, knowledge base deflections, AI chatbots, intent identification, agent suggestions and language detection (collectively, “KIQ Features”). Some KIQ Features are subject to additional subscription fees and/or usage limits, as explained on our pricing page at https://www.kustomer.com/pricing/ or in the Order pursuant to which you purchased your Platform subscription plan. Where KIQ Features are subject to usage limits, if you exceed the usage limits we will notify you and may work with you to adjust your usage so that it conforms to the usage limits, which may involve you agreeing to execute an additional Order for additional quantities of the applicable KIQ Features for which you are exceeding the usage limits. If, notwithstanding our efforts, you are unable or unwilling to abide by the existing usage limits or do not agree to execute an additional Order with adjusted usage limits, you agree to pay any invoice for excess usage based on the overage fees set forth in your Order, or if no such overage fees are explicitly specified in your Order, at our then current list price for such KIQ Features. Instructions for enabling/disabling KIQ Features are outlined in the Documentation. The functionality of the KIQ Features shall not be considered a material or core function or feature of the Platform.
You acknowledge that in addition to the permitted purposes set forth in the Agreement, Kustomer may access and use Client Materials submitted to the Platform and KIQ Features for the purpose of improving and training AI and machine learning models used strictly for the benefit of Client; Kustomer will not share the Client Materials with any other customers in connection with the foregoing. In connection with the foregoing, you instruct Kustomer to process the Client Materials (which may involve de-identifying Client Materials) for such purpose, and that anonymized data may result from such processing. You retain all ownership of the Client Materials submitted to the Platform in connection with the KIQ Features and Kustomer retains all ownership in and to all system performance data, machine learning algorithms, and aggregated results of such machine learning.
C. API Rate Limits and API / SDK Usage
The Platform is subject to application programming interface (“API”) rate limits as set forth in the Documentation. These API rate limits may differ based on the subscription plan purchased by you in an Order. We also offer the ability to purchase an increase to the standard API rate limits.
Further, if you use any of our API(s) and, if applicable, our SDK(s) (as defined below) that we make available to you to facilitate your use of our API(s), in connection with you integrating your application with one or more features of the Platform (e.g. Kustomer Chat), (a) except where such API(s) and/or SDK(s) are made available to you through an open source license, we grant you a limited, non-exclusive, non-transferable (except as permitted by Section 11 of the Terms), revocable license to access and use our API(s) and/or SDK(s) only as necessary to develop, test and support an integration of your application with the Platform, (b) you hereby agree that your use of the API(s) and SDK(s) shall be governed by the Terms, including, without limitation, our ownership rights as set forth in Section 7 of the Terms and (c) YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF OUR SDK(s) IS AT YOUR SOLE RISK AND THAT THE SDK(s) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM US. “SDK” means any software development kit and/or libraries related to the Platform developed by us and made available to you through the Documentation.
D. Data Storage Limits
The Platform (including any replication of your environment (i.e. sandbox)) is subject to a maximum data storage limit as set forth in the Documentation. Your data storage limit will be determined based on the subscription plan purchased by you in an Order.
If the amount of data storage required by you exceeds your subscription plan, we will notify you and you must either (a) purchase excess data storage or (b) reduce your data storage within the Platform by removing files and/or records in order to be within the limits of your plan. If you do not either purchase excess data storage or reduce your data storage within the Platform within thirty (30) days notice after notice thereof, we will invoice you the then-current data storage fees for such excess use and you agree to pay such data storage fee.