Terms of Service

CIRIS provides automated and assisted validation, consistency checking, and pre-submission integrity review of documents, forms, and application materials that Customers upload or provide. The Service is designed to help Customers identify potential errors, omissions, and inconsistencies before submission to a third party or regulatory authority.

The Service is a technology tool. It does not itself prepare, file, or submit any document to any authority, and it does not guarantee the acceptance, approval, or completeness of any submission.

CIRIS does not provide legal, immigration, medical, financial, accounting, or other professional advice, and no output of the Service should be relied upon as such. Use of the Service does not create an attorney-client relationship or any other professional relationship between you and Kiungor.

The Customer and its licensed or qualified professionals remain solely responsible for the preparation, professional review, accuracy, completeness, and submission of any document, application, or filing, and for all professional judgments. Validation results produced by CIRIS are advisory only and are intended to support, not replace, that professional review.

To use the Service, Customer must register an account and may create access for its Authorized Users. Customer is responsible for maintaining the confidentiality of account credentials, for all activity that occurs under its account and those of its Authorized Users, and for ensuring its Authorized Users comply with these Terms. Customer must notify Kiungor promptly of any unauthorized use of its account. Kiungor is not responsible for loss arising from third-party access resulting from theft or misappropriation of credentials that is not caused by Kiungor.

Accounts may not be transferred or assigned to another person or entity without Kiungor’s prior written consent. Kiungor may refuse, suspend, or terminate access in accordance with Section 12.

“Customer Content” means the documents, files, data, and other materials that Customer or its Authorized Users upload to or provide through the Service. Customer Content may contain personal information about individuals who are not parties to these Terms — for example, a Customer’s clients or applicants — including information that may be sensitive (such as identity documents, immigration status, national origin, financial information, or credentialing information).

As between the parties, Customer retains all right, title, and interest in and to Customer Content. Customer grants Kiungor a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, and display Customer Content solely to the extent necessary to provide, maintain, secure, support, and improve the Service for Customer, and as further governed by the CIRIS Privacy Policy and, where applicable, a Data Processing Agreement between the parties. Kiungor will not sell Customer Content, will not use it for advertising, and will not use it to train machine-learning models except as separately agreed in writing with Customer. This license ends when the relevant Customer Content is deleted or the applicable retention period expires, subject to legal-retention obligations.

Customer represents and warrants that it has all rights, permissions, consents, and lawful bases necessary to upload Customer Content to the Service and to authorize the processing described in the Privacy Policy and any Data Processing Agreement, including with respect to any third-party personal information contained in Customer Content.

Where Kiungor processes personal information contained in Customer Content on Customer’s behalf, Kiungor acts as a service provider or processor and processes that information only in accordance with Customer’s documented instructions, these Terms, the Privacy Policy, and any Data Processing Agreement (“DPA”). Where required by applicable data-protection law, the parties will enter into a DPA, which is incorporated into these Terms by reference and controls in the event of a conflict regarding the processing of such personal information.

Customer and its Authorized Users agree not to:

• use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• upload Customer Content that Customer lacks the rights, consents, or lawful basis to provide;
• upload material that infringes the intellectual-property or privacy rights of others, or that contains viruses or malicious code;
• attempt to gain unauthorized access to the Service, other accounts, or Kiungor systems, or to disrupt, overburden, or impair the Service;
• reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service, except to the extent this restriction is prohibited by law;
• resell, sublicense, or make the Service available to third parties except to the Customer’s own Authorized Users; or
• use the Service to represent that its output constitutes legal or professional advice.

The Service, including its software, models, interfaces, text, graphics, logos, and the compilation of its content, is owned by Kiungor or its licensors and is protected by intellectual-property laws. Subject to these Terms, Kiungor grants Customer a non-exclusive, non-transferable, revocable license to access and use the Service for Customer’s internal business purposes during the term. No other rights are granted, expressly or by implication.

If Customer provides feedback or suggestions about the Service, Customer grants Kiungor a perpetual, royalty-free license to use that feedback to improve the Service. Feedback is distinct from, and does not include, Customer Content.

Each party may receive non-public information of the other that is designated as confidential or would reasonably be understood to be confidential (“Confidential Information”). Customer Content is Customer’s Confidential Information. Each party will use the other’s Confidential Information only to perform under these Terms and will protect it with at least reasonable care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, or is independently developed. A party may disclose Confidential Information if required by law, provided it gives reasonable notice where lawfully permitted.

Fees, billing frequency, and payment terms for the Service will be as set out in an applicable order form, subscription plan, or written agreement between the parties. Unless otherwise stated, fees are exclusive of taxes, and Customer is responsible for applicable taxes other than taxes on Kiungor’s income. Undisputed amounts not paid when due may result in suspension of the Service after reasonable notice.

The Service may rely on third-party providers, including cloud-hosting and infrastructure vendors, engaged by Kiungor to help deliver the Service. Kiungor remains responsible for such sub-processors’ performance of the tasks Kiungor assigns to them, as further described in the Privacy Policy and any DPA. The Service may also contain links to third-party websites or services that Kiungor does not control and for which Kiungor is not responsible.

Kiungor will use commercially reasonable efforts to make the Service available, but does not warrant uninterrupted or error-free operation. Validation output may contain inaccuracies, may not detect all errors, and does not guarantee that any submission will be accepted or approved.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. KIUNGOR DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT VALIDATION RESULTS WILL BE COMPLETE OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, A BREACH OF CONFIDENTIALITY, OR CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY.

Customer will defend, indemnify, and hold harmless Kiungor and its officers, directors, employees, and agents from and against claims, losses, liabilities, and reasonable expenses (including reasonable attorneys’ fees) arising out of: (a) Customer Content, including any claim that Customer lacked the rights or consents to provide it or that its processing violated a third party’s rights or applicable law; (b) Customer’s or its Authorized Users’ use of the Service in violation of these Terms; or (c) Customer’s violation of applicable law. Kiungor may assume the exclusive defense and control of any matter subject to indemnification, in which case Customer will cooperate.

These Terms apply while Customer uses the Service. Either party may terminate as set out in an applicable order form or, absent one, on reasonable notice. Kiungor may suspend or terminate access, in whole or in part, for material breach, non-payment, legal risk, or misuse of the Service, with notice where practicable.

On termination, Customer’s right to use the Service ends. Return and deletion of Customer Content following termination are handled as described in the Privacy Policy and any DPA. Sections that by their nature should survive termination (including Sections 4, 7, 8, 11–13, 15, and 16) will survive.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Subject to the arbitration provision below, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Austin, Texas.

Any dispute arising out of or relating to these Terms that the parties cannot resolve informally will be resolved by final and binding arbitration under the Federal Arbitration Act, administered by the American Arbitration Association (or a similar service the parties agree on) before a single neutral arbitrator, in a location the parties mutually agree on. The arbitrator’s award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information. The prevailing party in any arbitration or proceeding is entitled to recover its reasonable costs and attorneys’ fees. This provision survives termination.

Class Action Waiver

ARBITRATION AND ANY OTHER PROCEEDING UNDER THESE TERMS WILL TAKE PLACE ONLY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, AND REPRESENTATIVE OR COLLECTIVE PROCEEDINGS ARE NOT PERMITTED. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS.

These Terms, together with any order form, the Privacy Policy, and any DPA, constitute the entire agreement between the parties regarding the Service and supersede prior communications on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect. Neither party may assign these Terms without the other’s consent, except to a successor in connection with a merger or sale of substantially all assets. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Notices to Kiungor may be sent to the contact below. These Terms are drafted in, and will be interpreted in, English. Kiungor may update these Terms as described below; the most current version supersedes prior versions, and material changes will be communicated in accordance with the Privacy Policy.

Kiungor may modify these Terms from time to time. The most current version will govern. Where changes are material, Kiungor will provide notice by a reasonable method, such as email to the account’s primary contact or a notice within the Service. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.