Terms of Services
Terms of Services
Last Updated Date: 31 July 2024
PIHL Ltd trading as Kway.ai (“Kway.ai”, “We”, “Us”), with its registered address at Heritage Business Park, Mahon, Cork, T12 P1HX, operates an AI-as-a-service management platform, including all associated features, functionality, and tools offered thereon and as updated over time (together, the “Platform”) that enables managed service providers to create and manage AI-powered applications, and provide related managed services, to its customers.
You (“End Customer,” “You,” or “Your”) are acquiring subscription access to the Platform directly from a third party that is authorised to sell such subscriptions (each an “MSP”) pursuant to a separate agreement between such MSP and Kway.ai (“MSP Customer Agreement”) or You are an MSP that is using the Platform for internal, not-for-resale purposes. In connection with your use of the Platform, an MSP may provide you with certain managed services on the Platform (“MSP Services”).
In addition to any agreement You have with an MSP (“MSP Terms”) regarding the MSP Services, these End Customer Terms contain the terms and conditions that govern Your access to and use of the Platform. You expressly acknowledge and agree that these End Customer Terms constitute the entire agreement and supersede any and all prior agreements between You and Kway.ai with regard to Your use and access to the Platform.
By accepting these End Customer Terms, either by clicking “I Accept” upon your access to the Platform, or accessing or using the Platform, or authorising or permitting any Authorised User to access or use the Platform or an MSP Service, End Customer agrees to be bound by these End Customer Terms as of the date of such acceptance or the date of access to or use of the Platform. If You are entering into these End Customer Terms on behalf of a company, organisation or another legal entity (an “Entity”), You are agreeing to these End Customer Terms for that Entity and representing to Kway.ai that You have the authority to bind such Entity to these End Customer Terms, in which case the terms “End Customer,” “You,” or “Your” herein refers to such Entity. If You do not have such authority, or if You do not agree with these End Customer Terms, You must not use or authorise any use of the Platform. End Customer and Kway.ai shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of these End Customer Terms.
DEFINITIONS.
Capitalised terms used in these End Customer Terms have the following meanings or as otherwise defined in these End Customer Terms:
“Account” means any accounts or instances created by or on behalf of End Customer, Authorised Users on the Platform.
“Authorised User” means each of End Customer’s employees, agents, and independent contractors who are authorised to access the Platform pursuant to End Customer’s rights under these End Customer Terms.
“Documentation” means text or graphical materials, whether in print or electronic form, that describe the features, functions, and use of the Platform, which may be provided to You by an MSP or Kway.ai.
“End Customer Content” means any and all content submitted by You or an Authorised User, or by an MSP on Your behalf, in connection with or pursuant to your use of the Platform (including any Input or Output), including any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials.
“Kway.ai Marks” means any trademarks, service marks, service or trade names, taglines, logos or other designations of Kway.ai, whether registered or unregistered.
“Intellectual Property Rights” means any and all of a Party’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights.
“Usage Data” means general performance and usage data generated or collected through or in connection with End Customers’ use of the Platform (such as technical logs, account and login data, processed volumes).
ACCESS TO THE SERVICES
2.1. Service. Kway.ai will make the Platform available pursuant to these End Customer Terms. Kway.ai reserves the right to monitor and periodically audit End Customer’s use of the Platform to ensure that End Customer’s use complies with these End Customer Terms and applicable law. Should Kway.ai discover that End Customer’s use of the Platform violates these End Customer Terms or applicable law, or MSP informs us that Your use of the Platform conflicts with the MSP Terms, Kway.ai reserves the right to suspend or terminate End Customer’s access to the Platform, and Kway.ai shall not be obligated to provide End Customer with any refunds of amounts paid by End Customer to Kway.ai or an MSP. End Customer acknowledges that Kway.ai may modify the features and functionality of the Platform with or without notice to You.
2.2. Support. Kway.ai will not provide End Customer with any customer support for the MSP Services or with respect to Your access to the Platform. All support services and related terms shall be between the MSP and End Customer, as set forth in the MSP Terms.
2.3. MSP Services. MSP, and not Kway.ai, is the provider of the MSP Services. You acknowledge and agree that MSP is solely responsible for the provision of the MSP Services to You in accordance with the MSP Terms. You acknowledge that we do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of the MSP Services or any actions of any MSP. Kway.ai makes no representations about the suitability, reliability, timeliness, or accuracy with respect to the MSP Services. You acknowledge and agree that Your right to access the Platform is also subject to the MSP Terms. You acknowledge that MSP may remove, suspend, or terminate your access to the Platform, or may request that Kway.ai removes, suspends or terminates your access to the Platform, pursuant to the MSP Terms. Kway.ai is not responsible for MSP’s conduct or for resolving disputes between You and the MSP regarding the MSP Terms.
USE OF THE SERVICES
3.1. Compliance. End Customer is responsible for compliance with the provisions of these End Customer Terms by Authorised Users and for any and all activities that occur under an Account, which Kway.ai may verify from time to time. Without limiting the foregoing, End Customer will ensure that its use of the Platform, and its use of applications made available through the MSP Services, are compliant with all applicable laws and regulations and that End Customer has provided or will provide all required privacy notices, and has procured or will procure any all required consents or permissions, from Authorised Users and any third parties as may be required under applicable law or otherwise in connection with your use of the Platform and for Kway.ai to process data as contemplated in these End Customer Terms.
3.2. Restrictions. End Customer shall not, and shall procure that its Authorised Users shall not, (a) copy or duplicate the Platform; (b) decompile, disassemble, reverse engineer, or attempt to obtain or perceive the source code from which any component of the software is compiled or interpreted, and End Customer acknowledges that nothing in these End Customer Terms will be construed to grant End Customer any right to obtain or use any source code; (c) modify the Platform, the Documentation, or the Kway.ai Marks or create any derivative product from any of the foregoing; (d) use, access, assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey the Platform, or pledge as security or otherwise encumber End Customer’s rights under the licenses granted herein, except as expressly permitted in these End Customer Terms; or (e) upload End Customer Content that: (A) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (B) infringes or misappropriates any third party’s Intellectual Property Rights or other proprietary rights; (C) contains any viruses, worms, or other malicious computer programming codes that may damage the Platform; (D) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; (E) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Kway.ai’s prior written consent; or (F) violates any applicable third-party services terms. Kway.ai reserves the right to suspend End Customer’s and its Authorised Users’ access to the Platform for any failure, or suspected failure, to comply with the foregoing conditions.
3.3. Internal Business Purposes Only. Unless otherwise authorised in writing by Kway.ai, End Customer may not use the Platform in any manner where End Customer acts as a service bureau or provides any outsourced business process services on behalf of more any third party. End Customer agrees not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Platform Services to any third party, other than Authorised Users in furtherance of End Customer’s internal business purposes as expressly permitted by these End Customer Terms and the MSP Terms.
3.4. Supplemental Terms. Your use of, and participation in, certain features and functionality of the Platform may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will be presented to You for Your acceptance when You sign up to use the supplemental features or functionality on the Platform. If these End Customer Terms are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental features or functionality.
TERMINATION
4.1. Termination for Failure to Pay. Kway.ai reserves the right to suspend or terminate Your Account or subscription to or right to access the Platform, and remove and discard any End Customer Content
Last Updated Date: 31 July 2024
PIHL Ltd trading as Kway.ai (“Kway.ai”, “We”, “Us”), with its registered address at Heritage Business Park, Mahon, Cork, T12 P1HX, operates an AI-as-a-service management platform, including all associated features, functionality, and tools offered thereon and as updated over time (together, the “Platform”) that enables managed service providers to create and manage AI-powered applications, and provide related managed services, to its customers.
You (“End Customer,” “You,” or “Your”) are acquiring subscription access to the Platform directly from a third party that is authorised to sell such subscriptions (each an “MSP”) pursuant to a separate agreement between such MSP and Kway.ai (“MSP Customer Agreement”) or You are an MSP that is using the Platform for internal, not-for-resale purposes. In connection with your use of the Platform, an MSP may provide you with certain managed services on the Platform (“MSP Services”).
In addition to any agreement You have with an MSP (“MSP Terms”) regarding the MSP Services, these End Customer Terms contain the terms and conditions that govern Your access to and use of the Platform. You expressly acknowledge and agree that these End Customer Terms constitute the entire agreement and supersede any and all prior agreements between You and Kway.ai with regard to Your use and access to the Platform.
By accepting these End Customer Terms, either by clicking “I Accept” upon your access to the Platform, or accessing or using the Platform, or authorising or permitting any Authorised User to access or use the Platform or an MSP Service, End Customer agrees to be bound by these End Customer Terms as of the date of such acceptance or the date of access to or use of the Platform. If You are entering into these End Customer Terms on behalf of a company, organisation or another legal entity (an “Entity”), You are agreeing to these End Customer Terms for that Entity and representing to Kway.ai that You have the authority to bind such Entity to these End Customer Terms, in which case the terms “End Customer,” “You,” or “Your” herein refers to such Entity. If You do not have such authority, or if You do not agree with these End Customer Terms, You must not use or authorise any use of the Platform. End Customer and Kway.ai shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of these End Customer Terms.
DEFINITIONS.
Capitalised terms used in these End Customer Terms have the following meanings or as otherwise defined in these End Customer Terms:
“Account” means any accounts or instances created by or on behalf of End Customer, Authorised Users on the Platform.
“Authorised User” means each of End Customer’s employees, agents, and independent contractors who are authorised to access the Platform pursuant to End Customer’s rights under these End Customer Terms.
“Documentation” means text or graphical materials, whether in print or electronic form, that describe the features, functions, and use of the Platform, which may be provided to You by an MSP or Kway.ai.
“End Customer Content” means any and all content submitted by You or an Authorised User, or by an MSP on Your behalf, in connection with or pursuant to your use of the Platform (including any Input or Output), including any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials.
“Kway.ai Marks” means any trademarks, service marks, service or trade names, taglines, logos or other designations of Kway.ai, whether registered or unregistered.
“Intellectual Property Rights” means any and all of a Party’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights.
“Usage Data” means general performance and usage data generated or collected through or in connection with End Customers’ use of the Platform (such as technical logs, account and login data, processed volumes).
ACCESS TO THE SERVICES
2.1. Service. Kway.ai will make the Platform available pursuant to these End Customer Terms. Kway.ai reserves the right to monitor and periodically audit End Customer’s use of the Platform to ensure that End Customer’s use complies with these End Customer Terms and applicable law. Should Kway.ai discover that End Customer’s use of the Platform violates these End Customer Terms or applicable law, or MSP informs us that Your use of the Platform conflicts with the MSP Terms, Kway.ai reserves the right to suspend or terminate End Customer’s access to the Platform, and Kway.ai shall not be obligated to provide End Customer with any refunds of amounts paid by End Customer to Kway.ai or an MSP. End Customer acknowledges that Kway.ai may modify the features and functionality of the Platform with or without notice to You.
2.2. Support. Kway.ai will not provide End Customer with any customer support for the MSP Services or with respect to Your access to the Platform. All support services and related terms shall be between the MSP and End Customer, as set forth in the MSP Terms.
2.3. MSP Services. MSP, and not Kway.ai, is the provider of the MSP Services. You acknowledge and agree that MSP is solely responsible for the provision of the MSP Services to You in accordance with the MSP Terms. You acknowledge that we do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of the MSP Services or any actions of any MSP. Kway.ai makes no representations about the suitability, reliability, timeliness, or accuracy with respect to the MSP Services. You acknowledge and agree that Your right to access the Platform is also subject to the MSP Terms. You acknowledge that MSP may remove, suspend, or terminate your access to the Platform, or may request that Kway.ai removes, suspends or terminates your access to the Platform, pursuant to the MSP Terms. Kway.ai is not responsible for MSP’s conduct or for resolving disputes between You and the MSP regarding the MSP Terms.
USE OF THE SERVICES
3.1. Compliance. End Customer is responsible for compliance with the provisions of these End Customer Terms by Authorised Users and for any and all activities that occur under an Account, which Kway.ai may verify from time to time. Without limiting the foregoing, End Customer will ensure that its use of the Platform, and its use of applications made available through the MSP Services, are compliant with all applicable laws and regulations and that End Customer has provided or will provide all required privacy notices, and has procured or will procure any all required consents or permissions, from Authorised Users and any third parties as may be required under applicable law or otherwise in connection with your use of the Platform and for Kway.ai to process data as contemplated in these End Customer Terms.
3.2. Restrictions. End Customer shall not, and shall procure that its Authorised Users shall not, (a) copy or duplicate the Platform; (b) decompile, disassemble, reverse engineer, or attempt to obtain or perceive the source code from which any component of the software is compiled or interpreted, and End Customer acknowledges that nothing in these End Customer Terms will be construed to grant End Customer any right to obtain or use any source code; (c) modify the Platform, the Documentation, or the Kway.ai Marks or create any derivative product from any of the foregoing; (d) use, access, assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey the Platform, or pledge as security or otherwise encumber End Customer’s rights under the licenses granted herein, except as expressly permitted in these End Customer Terms; or (e) upload End Customer Content that: (A) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (B) infringes or misappropriates any third party’s Intellectual Property Rights or other proprietary rights; (C) contains any viruses, worms, or other malicious computer programming codes that may damage the Platform; (D) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; (E) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Kway.ai’s prior written consent; or (F) violates any applicable third-party services terms. Kway.ai reserves the right to suspend End Customer’s and its Authorised Users’ access to the Platform for any failure, or suspected failure, to comply with the foregoing conditions.
3.3. Internal Business Purposes Only. Unless otherwise authorised in writing by Kway.ai, End Customer may not use the Platform in any manner where End Customer acts as a service bureau or provides any outsourced business process services on behalf of more any third party. End Customer agrees not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Platform Services to any third party, other than Authorised Users in furtherance of End Customer’s internal business purposes as expressly permitted by these End Customer Terms and the MSP Terms.
3.4. Supplemental Terms. Your use of, and participation in, certain features and functionality of the Platform may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will be presented to You for Your acceptance when You sign up to use the supplemental features or functionality on the Platform. If these End Customer Terms are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental features or functionality.
TERMINATION
4.1. Termination for Failure to Pay. Kway.ai reserves the right to suspend or terminate Your Account or subscription to or right to access the Platform, and remove and discard any End Customer Content