Effective Date: March 2026
Welcome to Kudos! These Terms of Service ("Terms") are a binding agreement between Kudos, Inc. ("Kudos," "we," "us," or "our") and you, the subscribing organization and its authorized users ("Customer," "you," or "your"). By using the Kudos platform and services ("Services"), you agree to these Terms.
1. Definitions
Customer Data: Content, data, and materials you upload, submit, or share through the Services.
Services: The Kudos platform, software, and related offerings.
Order Form: A document specifying the Services purchased, pricing, and subscription term.
Confidential Information: Non-public information disclosed by one party to the other.
2. Access and Use of Services
We grant you a non-exclusive, non-transferable right to use the Services during the subscription term, as described in your Order Form. You may not reverse-engineer, resell, or misuse the Services.
You are solely responsible for the configuration, administration, and security of your accounts and your users' accounts within the Services. You agree to maintain the confidentiality and security of all usernames, passwords, access credentials, and other account information used to access the Services. You are fully responsible for any actions taken through your accounts by your employees, agents, contractors, or any other person granted access by you, whether authorized or unauthorized.
You must promptly notify Kudos of any unauthorized use of your account or any other actual or suspected breach of security. Kudos is not liable for any loss or damage resulting from your failure to maintain the security of your account information or from unauthorized access to your accounts.
3. User Content and Acceptable Use
You are solely responsible for all content, data, or materials that you, your users, or anyone accessing the Services through your account upload, submit, post, or otherwise transmit via the Services ("User Content"). You represent and warrant that you have all necessary rights to provide such User Content and that such content does not violate any applicable laws or infringe the rights of any third party.
You agree that you and your users will not use the Services to:
Kudos retains the right, at its sole discretion, to review, refuse, or remove any User Content that we deem to be in violation of these Terms, inappropriate, harmful, or otherwise objectionable, without prior notice. Kudos is not responsible for screening or monitoring User Content but reserves the right to do so at any time.
It is your sole responsibility to regularly review these Terms and the Kudos website for any updates or changes. We may update these Terms at any time, and the most current version will always be available on our website. Your continued use of the Services after any changes to these Terms constitutes your acceptance of the updated Terms. Failure to review the Terms does not relieve you of your obligations under the most current version.
4. Third-Party Content and Links
The Services may contain links to third-party websites, services, or content that are not owned or controlled by Kudos. These links are provided for your convenience only. Kudos does not endorse or assume any responsibility for such third-party sites, services, or content. Access to and use of these third-party resources is at your own risk.
Kudos has no control over, and assumes no liability for, the availability, accuracy, legality, or appropriateness of any third-party content, advertising, products, or services. You acknowledge and agree that Kudos is not responsible or liable for any damage or loss caused by or related to your use of or reliance on any such third-party content or resources.
Just as with User Content, you are solely responsible for ensuring that your use of third-party content complies with applicable laws and the terms of use of those third-party providers.
5. Service Changes and Availability
We may enhance or update the Services from time to time. If changes materially reduce core functionality, we will provide 60 days' notice. If materially impacted, you may terminate the affected Services with 30 days' notice and receive a prorated refund of prepaid fees.
6. Fees, Payment, and Renewals
Fees are set out in your Order Form. Payments are due as specified and are non-refundable, except as stated in Section 5. Fees may adjust at renewal; we will provide 60 days' notice of any changes. Unless canceled per your Order Form, subscriptions renew automatically.
7. Intellectual Property and Ownership
Kudos retains ownership of the Services and related IP. You retain ownership of Customer Data. You grant Kudos a limited license to use Customer Data as needed to operate and provide the Services. Any feedback you provide may be used by Kudos to improve our offerings.
8. Data Privacy, Security, and Retention
Your Customer Data is processed per our Privacy Policy and any applicable Data Processing Agreement. Upon termination, your data will be deleted from our production systems within 90 days unless otherwise required by law.
9. Confidentiality
Each party agrees to protect the other's Confidential Information using reasonable care. Confidentiality obligations continue for three years after termination. These obligations do not apply to information that is public, independently developed, or lawfully received from a third party.
10. Indemnification
You agree to indemnify Kudos against third-party claims arising from your misuse of the Services, your User Content, or your breach of these Terms. Kudos agrees to indemnify you against third-party claims that the Services infringe intellectual property rights.
11. Disclaimers, No Reliance, and Limitation of Liability
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. KUDOS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.
YOU ACKNOWLEDGE AND AGREE THAT IN ENTERING INTO THIS AGREEMENT, YOU HAVE NOT RELIED ON ANY REPRESENTATIONS, WARRANTIES, STATEMENTS, OR PROMISES EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS. NO STATEMENTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KUDOS, ITS EMPLOYEES, PARTNERS, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
KUDOS DOES NOT GUARANTEE THAT THE SERVICES, INCLUDING ANY FEATURES, REPORTING, OR OUTPUT, WILL ACHIEVE ANY PARTICULAR RESULT, MEET YOUR BUSINESS NEEDS, OR BE FIT FOR ANY SPECIFIC PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE APPROPRIATE FOR YOUR INTENDED USE AND FOR ANY ACTIONS TAKEN BASED ON YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, KUDOS AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
KUDOS' TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO KUDOS FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT, AND THAT THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.
12. Term, Termination, and Effects
These Terms remain in effect while your subscription is active. Either party may terminate for material breach with 30 days' notice and an opportunity to cure. Upon termination, access ends, and data will be handled as described in Section 8.
13. Force Majeure
Neither party is liable for failure to perform due to events beyond reasonable control, such as natural disasters, acts of government, or internet outages.
14. Publicity
We may use your name and logo for marketing purposes unless you notify us in writing to opt out.
15. Governing Law and Dispute Resolution
These Terms are governed by the laws of Alberta, Canada, unless otherwise stated in your Order Form. Disputes will be resolved in the courts of Alberta, Canada, unless otherwise agreed in writing.
16. Technology Requirements and Customer Responsibility
Access to and use of the Services may require the use of certain compatible devices, operating systems, browsers, internet connections, and other supporting technology. It is your sole responsibility to ensure that your devices, systems, internet connections, and related technology are properly maintained, updated, and meet the minimum requirements necessary to access and use the Services.
Kudos is not responsible for any failure of the Services resulting from your inability to access the Services due to outdated hardware, software, unsupported browsers, network issues, or failure to meet necessary technology standards. Any impact on your experience of the Services due to your technology environment is solely your responsibility.
Kudos may, from time to time, specify or update the minimum technical requirements necessary to use the Services, and you agree to review and comply with such requirements.
17. Beta Features
From time to time, Kudos may make certain features or functionality available to you as beta, pilot, or early access offerings ("Beta Features"). Beta Features are provided on an "as is" and "as available" basis, may not be fully tested or operational, and may be modified or discontinued at any time without notice. Use of Beta Features is voluntary, and you acknowledge that Beta Features may contain bugs or errors and that your use is at your own risk. Kudos makes no warranties regarding Beta Features and disclaims any liability related to your use of them.
18. Changes to These Terms
We may update these Terms at any time. The most current version will be posted on our website and will supersede all prior versions. It is your sole responsibility to regularly review the Terms. We will make reasonable efforts to notify you of material changes through email or via the Services; however, failure to receive such notice does not relieve you of your responsibility to remain informed. Continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms.
19. Miscellaneous
You may not assign these Terms without our consent. These Terms are the entire agreement between us and supersede prior agreements. If any part is unenforceable, the rest remains in effect.