Platform Terms of Use

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 (the "Platform") or any related services provided by Kizuna under these Terms (the "Services"), 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; and these Terms apply only to services or users not covered by it.

Platform Overview

Kizuna provides configurable workflow software that helps organizations structure and document their internal review of background screening reports obtained from consumer reporting agencies ("CRAs"). The Kizuna Platform allows you to configure Defined Workflows that organize and present information from reports you already receive from your screening providers. Kizuna does not create, modify, or furnish consumer reports and is not a consumer reporting agency. The original report furnished by the CRA remains the authoritative record. You retain exclusive control over your screening criteria and hiring decisions and are responsible for ensuring your use of the Platform complies with the FCRA, EEOC guidance, fair-chance laws, and other applicable employment laws.

Definitions

• "Aggregated and De-identified Data" means data derived from Customer Data that has been aggregated and/or de-identified such that it cannot reasonably be used to identify any individual or Customer and cannot reasonably be used to reproduce the substantive content of any Screening Report or Report Artifact.
• "Candidate" means the individual whose background-related records, report data, or related context are processed in the Platform at Customer's direction.
• "Consumer Reporting Agency" or "CRA": A third-party entity (such as a background check provider or credit bureau) that is in the business of assembling and evaluating public records to create consumer reports for a fee. CRAs are regulated by the FCRA and are legally responsible for the accuracy of the source data.
• "Customer" means the entity that accepts these Terms to access and use the Platform, typically an employer or staffing organization conducting background screening reviews. If a consumer reporting agency ("CRA") accesses the Platform under a separate written partner or integration agreement with Kizuna, that agreement governs the CRA's rights, responsibilities, and data processing obligations to the extent it conflicts with these Terms.
• "Customer Configurations" means the specific parameters, settings, rule definitions, scoring thresholds, workflow selections, communication templates, and other non-source-data instructions configured by Customer within the Platform.
• "Customer Data" means all data, files, content, and other information that Customer or its authorized providers submit to, transmit through, route through, or authorize Kizuna to retrieve through the Platform, including Screening Reports, Report Artifacts, Candidate Context submissions, Ancillary Materials, customer annotations, and related metadata, but excluding Aggregated and De-identified Data.
• "Defined Workflows" means the configurable review logic, sequencing, presentation rules, and policy parameters established by Customer within the Platform that determine how report information is organized, displayed, and processed during Customer's internal review process.
• "Platform Outputs" means the Kizuna-generated displays, categorizations, summaries, notes, flags, draft content, audit entries, workflow indicators, and other outputs generated through execution of Defined Workflows and enabled features using Customer Data, Customer Configurations, and Report Artifacts, including any export, printable view, PDF, worksheet, or internal review sheet generated from the foregoing. Platform Outputs do not include Screening Reports or Report Artifacts themselves, do not amend or replace any Screening Report, and are intended solely to support Customer's internal review process.
• "Report Artifacts" means the files, payloads, report data elements, identifiers, and related metadata contained in, derived from, or associated with Screening Reports that Customer or its authorized providers submit to, route through, or authorize Kizuna to retrieve through the Platform for processing on Customer's behalf, including PDFs, JSON/XML payloads, adjudication codes, offense descriptions, case-level metadata, and related report identifiers. Report Artifacts are supplied by Customer or its providers, are not created, furnished, verified, corrected, or refreshed by Kizuna except as expressly directed by Customer through the Services, and remain distinct from Platform Outputs. Kizuna does not act on behalf of any CRA with respect to Report Artifacts unless expressly authorized in a separate written partner, reseller, or integration agreement executed by Kizuna and the applicable CRA.
• "Screening Reports" means background screening reports, including consumer reports and investigative consumer reports where applicable, that Customer obtains directly from a Consumer Reporting Agency under Customer's own account or contractual relationship with that CRA.
• "Services" means the Platform and any related services provided by Kizuna under these Terms.

1. Accounts, Access & 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 including making any and all hiring or employment decisions. 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 that you submit to, route through, or authorize Kizuna to retrieve through the Platform, Kizuna provides configurable workflow software and related Services that process such data in accordance with your enabled features, Customer Configurations, Defined Workflows, and other documented instructions accepted by Kizuna. You are the business / controller and are solely responsible for:

• (a) lawful collection, notices, disclosures, authorizations, certifications, and any permissible-purpose determinations;
• (b) accurate, complete, and lawful instructions, configurations, and integrations; and
• (c) ensuring appropriate human review precedes any action that could affect an individual.

Kizuna does not act as a consumer reporting agency or furnisher, does not assemble or evaluate information for the purpose of furnishing consumer reports, and does not make employment, eligibility, or adverse-action determinations.

1.4 API Access Requires Separate Approval

Basic signup grants UI access only. Any API access, including bulk ingestion, API polling, webhook delivery, summary-token delivery, embed-token generation, or other programmatic access, is restricted and requires: (a) Kizuna's prior written approval; (b) execution of the Kizuna API Addendum; and (c) successful completion of any credentialing, security, implementation, and compliance checks Kizuna requires. Until approved, Customer must not call, probe, or attempt to access any API endpoint or programmatic integration path. Any embedded deployment, token-based access, iframe/widget use, partner-mediated access, SSO-based launch, or other technical integration path identified by Kizuna as an "Integration Feature" may require execution of a separate Integration Addendum or API Addendum as a condition of enablement.

1.5 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 Enabled Features and Add-Ons

The features, limits, and add-ons included in Customer's subscription are those expressly identified in the applicable Order, checkout flow, or in-product plan selection. Kizuna may offer optional add-ons or gated features from time to time. Unless Kizuna expressly states that a separate addendum applies to a particular feature or add-on, all enabled features are governed by these Terms, the DPA, and any applicable Order.

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 and Candidate Services Terms of Use. Customer is responsible for:

1. ensuring that inviting Candidates to use such features is consistent with Customer's legal obligations (including FCRA, EEOC guidance, and applicable privacy laws); and
2. providing any required disclosures and obtaining any required authorizations or consents from Candidates.

For clarity, Candidate Context submissions and other Candidate-facing communications are provided as a workflow channel between Customer and Candidates; they do not replace any CRA dispute process, and any dispute regarding the accuracy or completeness of a Screening Report must be directed to the originating CRA. Any dispute regarding the accuracy or completeness of information contained in a background screening report must be directed to the originating consumer reporting agency that furnished the report.

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.

2.5 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 2.5(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 2.5(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) Authorized Resellers. If you purchase access to the Platform through an authorized reseller or partner under a separate written agreement approved by Kizuna, your payment obligations may be governed by your agreement with that reseller or partner. In that case, this Section 2.5 applies only to the extent Kizuna invoices you directly.

3. Regulated Use; Lawful Basis; Certifications

3.1 Decision-Support and Client Responsibility

The Platform executes Defined Workflows using Customer-configured parameters and any report information Customer provides or connects to the Platform. The information displayed through the Platform reflects the execution of those workflows and is intended to assist Customer's internal review process. You acknowledge and agree that:

• (a) Platform Outputs are decision-support tools only and are not employment or eligibility decisions and are not a substitute for Customer's independent legal analysis, human judgment, or regulatory obligations;
• (b) Screening Reports obtained from a CRA may constitute "Consumer Reports" under the FCRA and similar laws. However, Platform Outputs do not constitute consumer reports and are Kizuna-generated workflow outputs derived from Customer Configurations, Screening Reports, and Report Artifacts to support Customer's internal review; and
• (c) Customer will not use any Platform Output, including any summary, score, note, flag, or any exported or PDF-rendered Platform Output, as the sole or primary basis for any final decision regarding an individual's employment, engagement, eligibility, or for any adverse-action determination;
• (d) You are solely responsible for ensuring that all decisions made or supported by Defined Workflows comply with all applicable laws and regulations, including those related to employment, co-employment, background screening, and consumer protection.
• (e) Without limiting the foregoing, any Platform Output generated as a printable view, PDF, or other export for employer review (an "Internal Review Output") is provided solely for use by Customer's Authorized Users in connection with the specific Candidate and report context for which it was generated. Internal Review Outputs are not consumer reports, are not part of the Screening Report, and do not replace review of the underlying CRA-furnished Screening Report. Unless Kizuna expressly designates a feature for such purpose in writing, Customer will not provide any Internal Review Output to a Candidate or include it in any pre-adverse action packet, adverse-action notice, file-disclosure response, dispute response, or other candidate-facing communication.

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

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;
• (c) you will maintain records reasonably sufficient to demonstrate compliance with this Section 3 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.
• (d) all background check reports, "consumer reports," "investigative consumer reports," and similar screening reports that Customer (or its Authorized Users) uploads to, transmits to, or otherwise processes through the Platform (including via any integration) (collectively, "Screening Reports") are obtained by Customer directly from a Consumer Reporting Agency (as defined under the FCRA) (each, a "CRA") under Customer's own account/contract with that CRA, and not from general public record searches, "do-it-yourself" background check tools, social media searches, or other non-CRA sources;
• (e) for each Screening Report, Customer has and will maintain (i) a valid permissible purpose and any other legally required basis to obtain and use the Screening Report, (ii) all required standalone disclosures, written authorizations, and other notices or consents, and (iii) all rights under Customer's agreement(s) with the applicable CRA(s) or other providers to disclose the Screening Report, Report Artifacts, and related data to Kizuna as Customer's software provider and service provider / processor for processing on Customer's behalf;
• (f) Customer will not upload, process, or cause Kizuna to process any background information about an individual that is sourced from outside a CRA (including court docket pulls, databases, or other public record extracts), except to the extent Kizuna expressly agrees in a separate written agreement or Product Module Addendum that identifies the permitted sources and permitted uses;
• (g) Customer acknowledges that Screening Reports may be accompanied by, or include, additional materials (for example: Customer's FCRA disclosures/authorizations, adverse-action notices, audit logs, correspondence, dispute notes, rehabilitation evidence, or candidate-submitted statements) (collectively, "Ancillary Materials"). Customer is solely responsible for ensuring that all Ancillary Materials are lawful to collect, use, and disclose to Kizuna and the Platform, and that they are appropriately labeled and used in compliance with applicable law. Kizuna does not independently verify Ancillary Materials.
• (h) upon Kizuna's reasonable request, Customer will provide reasonable documentation sufficient to confirm compliance with this Section 3.3 (for example, the name of Customer's CRA(s), proof of an active CRA account relationship, and/or confirmation of permissible purpose and authorization practices). Kizuna may reject, disregard, suspend, or terminate processing as described in Section 3.3 if Customer fails to provide adequate support.
• (i) Customer will use Platform Outputs solely as decision-support tools and not as the sole or primary basis for any final decision regarding an individual's employment, engagement, eligibility, or for any adverse-action determination, including where such Platform Outputs are exported or PDF-rendered.

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) Data shared may be 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 required for a feature you enable;
• (e) use the Platform to discriminate or to violate employment, privacy, or consumer-protection laws;
• (f) upload, process, or transmit any Screening Reports or other background information about an individual that are not sourced from a CRA as required by Section 3.3(d), or otherwise use the Platform to assemble or evaluate public record information about individuals for employment or eligibility decisions, except as expressly permitted under a separate written agreement with Kizuna;
• (g) use Kizuna outputs, including any exported, printed, embedded, shared, or PDF-rendered summary, cover sheet, score, or report presentation, as the primary 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);
• (h) directly or indirectly sell, rent, lease, sublicense, or otherwise distribute or make available the Platform or its outputs to any third party, except as expressly authorized in a separate written reseller, partner, or integration agreement executed by Kizuna;
• (i) use the Platform or its data to develop, train, or enhance any competing software, service, or product;
• (j) engage in any fraudulent, abusive, or illegal activity, including impersonating any person or entity, uploading illegal content, or violating any criminal laws; or
• (k) 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.
• (l) 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.
• (m) copy, imitate, mirror, scrape, recreate, or use the Platform, any Platform Output, screenshots, templates, UI flows, visual layouts, report presentations, field mappings, workflow structures, taxonomies, or other non-public features of the Platform to build, train, validate, benchmark, support, market, or operate any competing product or service, or to instruct any third party to do so.
• (n) except as expressly enabled by Kizuna for a documented use case, generate, distribute, or use any Platform Output in a manner that: (i) presents it as a consumer report or CRA-furnished report content; (ii) packages it as part of a candidate-facing adverse-action, pre-adverse action, dispute, or file-disclosure communication; or (iii) obscures that the underlying CRA-furnished Screening Report remains the authoritative source record.

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

As between the parties, for Personal Data included in Candidate Data that Customer or its authorized providers submit to, route through, or authorize Kizuna to retrieve through the Platform — including Screening Reports, Report Artifacts, and Candidate Context submissions — Customer acts as the Controller / Business (or, where applicable, a Processor acting on behalf of its own controller), and Kizuna acts as a Processor / Service Provider solely to provide the Platform and related Services on Customer's behalf. Customer's documented instructions to Kizuna include these Terms, the DPA, Customer's enabled features, Customer Configurations, Defined Workflows, integrations, credential authorizations, and other written instructions accepted by Kizuna. Customer represents and warrants that it has and will maintain all rights, authorizations, lawful bases, certifications, and permissions necessary to collect, use, disclose, and instruct Kizuna to process such data, including all rights under Customer's agreement(s) with the applicable CRA or other provider to disclose Screening Reports, Report Artifacts, and related data to Kizuna as Customer's software provider and service provider / processor for processing on Customer's behalf.

The Data Processing Addendum ("DPA") available at www.kizuna.solutions/legal/data-processing-addendum is incorporated by reference and governs Kizuna's Processing of Personal Data on Customer's behalf. For clarity, where Kizuna independently determines the purposes and means of processing for account administration, billing, security logging, abuse prevention, or compliance with law, Kizuna acts as an independent controller as described in the DPA and Privacy Policy.

6.3 Channel Partners and Resellers

If access to the Platform is provided through an authorized reseller, ATS/HRIS partner, CRA, or other channel partner pursuant to a separate written reseller, partner, or integration agreement with Kizuna, that separate agreement will govern the partner's rights, responsibilities, billing model, data-access permissions, and any end-user access to the extent of any conflict with these Terms. Absent such a separate written agreement, no reseller, ATS/HRIS partner, CRA, or other third party is authorized to access, resell, distribute, or provide the Platform on behalf of others.

6.4 Aggregated & De-Identified Data

Notwithstanding Section 6.1, Kizuna may monitor Platform use and collect, generate, and use Aggregated and De-identified Data. Kizuna owns all Aggregated and De-identified Data and may use it for any lawful purpose, including analytics, security, product improvement, model evaluation, benchmarking, and research, provided such data cannot reasonably be used to identify any individual or Customer or to reproduce the substantive content of any Screening Report or Report Artifact.

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 commercially 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 commercially reasonable safeguards designed to protect Confidential Information from unauthorized access, modification, disclosure, or destruction; as is appropriate given the nature, sensitivity, and amount of Confidential Information we process. These controls may include 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 an event which compromises the confidentiality, security, or integrity of Confidential Information you have provided to us (a "Security Incident"). We will cooperate in good faith on remediation and any required notices to regulators or individuals should applicable law require such notices.

8.4 Customer Security Responsibilities

You represent and warrant that you have implemented a reasonable security program containing at least the following controls:

• (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 and Presentation Layer: all user interface designs, screen layouts, navigation structures, dashboards, workflows, field mappings, visualizations, prompts, reports, summary presentations, and the overall "look and feel" of the Platform;
• (iii) Operational Logic and Templates: all pre-built templates, starter workflows, model structures, schemas, taxonomies, normalization logic, adjudication mappings, scoring frameworks, and documentation;
• (iv) Infrastructure and Access Methods: all APIs, tokenization mechanisms, widgets, embed methods, integration patterns, and technical specifications; and
• (v) Derivatives: all improvements, modifications, and derivative works of the foregoing, whether created by Kizuna, Customer, or any third party acting on Customer's behalf.

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: Customer Data, Customer Configurations, and Platform Outputs.

(c) License. You grant Kizuna a license to execute your Customer Configurations and process Platform Outputs as necessary 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 world-wide, royalty-free, irrevocable, and 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 templates will be fit for a particular purpose, 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.

KIZUNA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

(b) Third-Party Data Accuracy. The Platform 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 you understand that:

• (i) The Platform relies conclusively on the accuracy and completeness of the data as provided by the CRA at the time of ingestion;
• (ii) The Platform nor Kizuna does 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. 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.

(e) Internal Review Outputs. Any Platform Output made available as a printable view, PDF, or other export is an administrative workflow aid only. Such output is not a consumer report, not a legal notice, not a substitute for the underlying CRA-furnished Screening Report, and not a substitute for Customer's independent legal review, human judgment, or required notices and procedures under the FCRA or other applicable law.

11. Indemnification

11.1 By Kizuna (IP)

Kizuna will defend Customer against any third-party claim alleging that the Platform, as provided by Kizuna and used as expressly permitted under this Agreement, infringes a U.S. patent or U.S. copyright. This obligation does not apply to claims to the extent arising from:

• (a) Customer Data, Report Artifacts, Customer Configurations, prompts, instructions, Ancillary Materials, or other materials provided by or on behalf of Customer, its Authorized Users, candidates, providers, or partners;
• (b) use of the Platform other than as permitted under this Agreement;
• (c) modifications not made or authorized by Kizuna;
• (d) combination of the Platform with non-Kizuna products, systems, services, models, or data, to the extent the claim would not have arisen but for that combination; or
• (e) Customer's continued use after Kizuna provides a non-infringing replacement, modification, or workaround.

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;
• (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;
• (f) any Screening Reports, Report Artifacts, Ancillary Materials, Candidate Context submissions, or other content uploaded, routed, or authorized by Customer or its providers, including any claim that such materials were inaccurate, unlawfully obtained, unlawfully disclosed, insufficiently authorized, mislabeled, incomplete, defamatory, discriminatory, or otherwise unlawful;
• (g) any notices, communications, individualized assessments, adverse-action workflows, or candidate-facing interactions initiated, configured, approved, or sent by or on behalf of Customer through or in connection with the Platform;
• (h) any employment, engagement, eligibility, or adverse-action decision made by Customer or its personnel, including any claim that Kizuna's outputs, models, or recommendations were used as a basis for such decision; and
• (i) any allegation that Kizuna was required to investigate, correct, reinvestigate, disclose, or otherwise act as the furnisher or source of any consumer report or report artifact.

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. KIZUNA'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) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.2. FOR CLARITY, KIZUNA'S OBLIGATIONS UNDER SECTION 11.1 REMAIN SUBJECT TO SECTION 12.2; (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. 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 support@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.