Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website, products, and services (collectively, the “Services”) provided by Kyudo, Inc. (“Kyūdō,” “we,” “us,” or “our”), a Delaware corporation headquartered in Costa Mesa, California. By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Definitions

• “Customer” means the organization that has entered into a Subscription Agreement with Kyūdō for access to the Platform.
• “Platform” means the Kyūdō AI-native governance, risk, and compliance software, including all modules, APIs, and integrations.
• “Customer Data” means all data submitted, uploaded, or generated by a Customer within the Platform.
• “Authorized User” means an individual granted access to the Platform by a Customer.
• “Website” means the Kyūdō marketing website located at kyudo.ai and all subdomains.

2. Eligibility and Account Registration

You must be at least 18 years of age and have the legal authority to bind the organization you represent. When creating an account, you agree to provide accurate, current, and complete information and to maintain the security of your credentials. You are responsible for all activity under your account.

3. Use of the Services

3.1 Permitted Use

Subject to your compliance with these Terms and any applicable Subscription Agreement, we grant you a limited, non-exclusive, non-transferable right to access and use the Services solely for your internal business purposes.

3.2 Restrictions

You may not:

• Copy, modify, distribute, sell, or lease any part of the Services.
• Reverse-engineer, decompile, or disassemble the Platform, except as permitted by applicable law.
• Use the Services for competitive analysis or to build a competing product.
• Attempt to gain unauthorized access to any systems or networks connected to the Services.
• Use the Services in violation of any applicable law, regulation, or third-party rights.
• Introduce viruses, malware, or other harmful code into the Services.

4. Customer Data and Data Sovereignty

4.1 Ownership

You retain all rights, title, and interest in your Customer Data. We do not claim ownership of any data you submit to the Platform.

4.2 Data Residency

For customer-hosted deployments, Customer Data remains within your Microsoft Azure tenant at all times. We do not transfer, copy, or replicate Customer Data outside your designated environment unless you expressly direct us to do so.

4.3 Data Processing

We process Customer Data solely to provide the Services, in accordance with our Privacy Policyand any Data Processing Agreement (“DPA”) executed between the parties.

5. Intellectual Property

The Services, including all software, algorithms, models, documentation, user interfaces, designs, trademarks, and trade secrets, are and remain the exclusive property of Kyūdō and its licensors. Nothing in these Terms grants you any right, title, or interest in the Services except the limited use rights expressly set forth herein.

6. Fees and Payment

Fees for the Platform are set forth in your Subscription Agreement. All fees are quoted in U.S. dollars, are non-refundable except as expressly stated, and are exclusive of applicable taxes. We may update pricing upon renewal with at least 60 days' prior written notice.

7. Confidentiality

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information excludes information that is publicly available, independently developed, or lawfully received from a third party without restriction.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

8.3 Compliance Disclaimer

The Platform is a tool designed to support your compliance efforts. It does not guarantee certification, attestation, or regulatory approval under any framework (including but not limited to SOC 2, ISO 27001, HIPAA, CMMC, or GDPR). Achieving and maintaining compliance remains your responsibility.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID BY CUSTOMER TO KYŪDŌ DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.

10. Indemnification

You agree to indemnify, defend, and hold harmless Kyūdō and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Services, your violation of these Terms, or your violation of any third-party rights.

11. Term and Termination

These Terms are effective until terminated. We may suspend or terminate your access to the Services immediately upon written notice if you breach any material provision of these Terms. Upon termination, your right to use the Services ceases immediately. Sections that by their nature should survive termination (including Sections 4, 5, 7, 8, 9, 10, and 13) shall survive.

12. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice via the Website or by email at least 30 days before the changes take effect. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by JAMS in Orange County, California, under its Comprehensive Arbitration Rules. Each party retains the right to seek injunctive or equitable relief in any court of competent jurisdiction.

14. General Provisions

• Entire Agreement. These Terms, together with any Subscription Agreement and DPA, constitute the entire agreement between you and Kyūdō regarding the Services.
• Severability. If any provision is held to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver. Failure to enforce any right or provision does not constitute a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control.

15. Contact

If you have questions about these Terms, contact us at: