TERMS & CONDITIONS

These Terms & Conditions, along with any Order Forms, are a legal agreement (“Agreement”) between entity on whose behalf you are entering into this agreement (“you” or “Client”) and Kilo Payments Inc. (“Company”) who provides services and creates an account for your employees (“End User”) to reach the digital products defined in Order Form (“Products”).

1. DEFINITIONS

“Client Data” means any  information collected through Client’s and its End Users’ use of the Products, including any information provided by Client about End Users. 

“Company” means KILO PAYMENTS, INC. company code 4029195, registration address 651 N Broad St, Suite 206, Middletown, 19709, New Castle, Delaware which is responsible for providing the services and handling Client’s inquires.

“Company Technology” means all of Company’s proprietary technology (including data, text, video, photos, audio, software, hardware, products, processes, algorithms, user interfaces, API’s, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Client by Company in providing the Products.

“Confidential Information” means any and all any trade secrets, technical information, technology, computer source and object codes, other computer codes, know-how, research, computer interfaces, procedures, theorems, algorithms, products, demonstration products, training and operations material and memoranda, pricing information, and financial information, employees, trading, profits, finances and business affairs disclosed or made available by one party (the “Discloser“) to the other party for the purpose of, in the course of or in connection with this Agreement, including, without limitation, any information relating to the software, the site, the services, or the Products, this Agreement and the terms thereof, whether in written, oral, electronic or any other form, except and to the extent that the other party proves by documentary evidence that  such information: (i) was known to the other party prior to its disclosure by the Discloser, (ii) is in the public domain at the time of disclosure or becomes part of the public domain thereafter other than as a result of a breach by the other Party of its confidentiality obligations herein, (iii) is independently developed by the receiving party without the use of or reference to the Confidential Information of the Discloser, or (iii) the other Party is required to disclose under applicable law.

“End Users” means the natural persons, whether an employee, business partner, contractor, or agent of Client who is authorized to use the Products by Company as specified in an Order Form. 

“Order Form” means the order form provided by Company that sets forth the pricing and the purchase of products and services selected by Client.

“Products” means the website, services, and app content developed, operated and maintained by Company and accessed via websites and on mobile devices, to which Client and End Users are being granted access under this Agreement. The Products accessible to Client are detailed in the Order Form.

“Services” means the digital content provided by the Company to the Client as well as the accessibility to the Website or Mobile app, including information, text, images offered or provided there.

2. PRODUCTS 

2.1. Usage and Access Rights. Subject to the terms and conditions of this Agreement, Company grants Client a non-exclusive, non-transferable, non-assignable limited license to use the Products detailed in the Order Form. All rights not expressly granted to Client are reserved by Company. Company reserves the right to make changes, modifications, and enhancements to the Products from time to time. 

2.2. End User Accounts. In order to use the Products, End Users must create an account through the Products website or app and accept Company’s General Terms & Conditions (the “End User T&C”). Company reserves the right to modify and update the End User T&C from time to time and such changes shall be effective immediately upon posting to the Company’s website or mobile app. End Users violating the End User T&C may have their account and access to the Products suspended or terminated. The total number of End User Accounts will be detailed in the Order Form. 

2.3. Client Restrictions. Client agrees to use commercially reasonable efforts to prevent unauthorized access to or use of the Products. Client shall not (a) make Products available to anyone other than its End Users; (b) directly or indirectly, sublicense, resell, rent, or lease the Products; (c) transfer, transmit, export, or store material or code in violation of applicable law including third-party privacy rights; or (d) unlawfully interfere with or disrupt the integrity or performance of the Products or third-party data contained therein.

3. TERM AND TERMINATION

3.1. Term of Agreement. This Agreement commences on the Effective Date and continues until terminated by written notice or as detailed in the Order Form. 

3.2. Termination for Convenience. The Company may terminate this Agreement for convenience at any time upon 30 (thirty) days written notice.

3.3. Termination for Cause. Either party may terminate this Agreement for cause if: (i) if the other party is in material breach of this Agreement and the breach is not cured within 30 days after written notice of the breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. at any time during the term of this Agreement in the event that the other Party fails to perform any obligation.

3.3.1. Refund or Payment upon Termination for Cause. Upon any termination for cause by Client, Company shall refund Client any prepaid fees covering the remainder of the term. Upon any termination for cause by Company, Client shall pay any unpaid fees covering the remainder of the term. 

3.4. Survival. Sections 1 (Definitions), 4 (Fees), 5 (Proprietary Rights), 6 (Confidentiality), 7 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability), and 11(Miscellaneous) shall survive termination of this Agreement, together with any payment obligations accrued prior to termination and any other provisions which by their nature survive expiration or termination of this Agreement, shall survive.

4. FEES

4.1. Invoices and Payment. Client will pay all amounts payable set forth in the Order Form. Unless otherwise agreed to by the Parties and expressly noted in the Order Form, invoices will be sent to Client via email. Company reserves the right to suspend or terminate access to the Products for non-payment of fees. If Company suspends or terminates access to the Products, Company will not be responsible for any damages (including but not limited to lost profits or consequential, exemplary, special, indirect, or punitive damages) incurred as a result of the suspension of the Products or termination of the Agreement.

4.2. Refunds. Each Order Form is non-cancellable and non-refundable except as provided in the Agreement. 

4.3. Late Charges.  Client will be responsible for any reasonable attorneys’ fees, costs, and expenses incurred by Company to collect any amounts that are not paid when due. If Client fails to timely pay any amounts due under the Agreement, then without limitation of any of its other rights or remedies, Company may suspend access to Products until Company receives all past due amounts from Client.

4.4. Taxes. Fees are exclusive of taxes. Client shall be responsible for the payment of all sales, use and similar taxes arising from or relating to the Products provided hereunder, except for taxes related to the net income of Company and any taxes or obligations imposed upon Company under federal, state and local wage laws.

5. PROPRIETARY RIGHTS 

5.1. Company Rights. Any and all rights not expressly granted hereunder to Client are retained by Company. Client agrees and acknowledges, also on behalf of the End Users, that Client shall not acquire or obtain, and Company does not assign, sell or otherwise transfer by virtue of this Agreement or Order Form, ownership or title to any intellectual property, Company Technology, or other rights (including, without limitation trademarks, patents, developments, know-how, service or trade secrets and any other registered or non-registered intellectual property rights of any kind) (i) contained in, derived from, implemented in or related to the Products, or (ii) the use of which by Client is permitted under the Order Form in accordance with the terms of this Agreement.  

5.2. Client Data. All Client Data shall be owned by Client or End Users, respectively. Client and End Users are responsible for the accuracy of Client Data supplied to Company. Client hereby grants Company the right to process, transmit, store, and disclose the Client Data in order to deliver and optimize the Products for End Users, conduct business activities, and other legitimate interests. Client may refer to Company’s Data Protection Agreement (DPA) for more information about Client Data usage and protection. 

5.3. Feedback. Client hereby grants Company a royalty-free, worldwide, irrevocable, transferable, perpetual license to use and incorporate into the Products any suggestions, enhancement requests, recommendations or other feedback provided by Client or its End Users relating to the Products. Client shall ensure that this feedback does not identify End Users or contain Client Data.

6. CONFIDENTIALITY 

6.1. Obligations. Each party may have access to the other party’s Confidential Information. Each party shall maintain in confidence and shall not disclose or use Confidential Information (as defined in Definitions) disclosed to it by the other party, other than for the sole purpose of performing its obligations hereunder and shall treat such Confidential Information with the same degree of care and confidentiality that it maintains or protects its own confidential information. These confidential obligations will survive the terms of the contracts for 3 years after the termination date of the final purchase order, unless otherwise defined. 

6.2. Separate NDA. If agreed upon, the parties may sign a separate non-disclosure agreement.

7. WARRANTIES AND DISCLAIMERS 

7.1. Mutual Warranties. Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.

7.2. Products Warranties. Company warrants that the Products shall substantially conform to the specifications in the applicable Order Form. The entire liability of Company, and Client’s exclusive remedy for any breach of this warranty, shall be for Company to use commercially reasonable efforts to correct, any such non-conformance which has been properly reported by Client to Company in writing within 60 days of delivery of the affected Products. Company does not warrant that it will be able to correct all reported defects or that use of the Products will be uninterrupted or error free. Company makes no warranty regarding features or services provided by third parties. 

7.3. Compliance. Each party agrees to comply with applicable law, including privacy laws and regulations governing such party and its data processing activities. Client represents, warrants, and covenants that Client has complied with applicable law in connection with its processing of the Client Data and has provided all notices, and obtained all rights and permissions required under applicable law as may be necessary for each party to process the Client Data and provide the Products as contemplated by this Agreement.

7.4. Disclaimer. THE USE OF THE PRODUCTS IS SOLELY AT CLIENT`S OWN RISK. THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT. COMPANY MAKES NO WARRANTY THAT THE PRODUCTS WILL MEET CLIENT`S REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE PRODUCTS WILL BE ACCURATE OR RELIABLE. CLIENT UNDERSTAND AND ACKNOWLEDGE THAT HIS/HER SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE PRODUCTS IS TO CEASE TO USE THE PRODUCTS. 

7.5. Medical Disclaimer. COMPANY IS NOT A MEDICAL COMPANY AND COMPANY PRODUCTS ARE NOT MEDICAL DEVICES, NOR DO THEY PROVIDE MEDICAL INFORMATION. COMPANY PRODUCTS ARE NOT INTENDED TO CURE, PREVENT, TREAT, OR DIAGNOSE DISEASE. COMPANY PRODUCTS SHOULD NOT BE USED IN PLACE OF MEDICAL ADVICE OR TREAMTMENT.

8. INDEMNIFICATION 

8.1. Indemnification by Company. Company shall indemnify and hold Client, its affiliates, officers, directors, employees, agents, legal representatives, licensors, subsidiaries, joint ventures and suppliers, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of any claim by a third party to the extent such claim alleges that the use of the Products by Clients and its End Users in accordance with its intended purpose or any material created, prepared, or developed by Company and delivered through the Products infringe any patent, copyright, trademark, service mark or trade secret rights. If Company believes the Products are or may become the subject of a claim of infringement, Company may, at its option, 1) modify or replace the Products to make the Products non-infringing and functionally equivalent, or 2) terminate Client’s license and refund the remainder of the Subscription Term. 

8.2. Indemnification by Client. Client shall indemnify and hold Company, its affiliates, officers, directors, employees, agents, legal representatives, licensors, subsidiaries, joint ventures and suppliers, harmless from any claim or demand, including reasonable attorneys` fees, made by any third party due to or arising out of Client’s breach of this Agreement or use of the Products, or Client’s violation of any law or the rights of a third party in conjunction with Client’s breach of this Agreement or use of the Products.

8.3. Procedures. The party seeking indemnification shall provide prompt written notice to the indemnifying party after learning of the claim, and the indemnifying party shall not be obligated to indemnify to the extent it is materially prejudiced by any delay in such notice. The indemnifying party shall have the right to assume control of the defense and settlement of the claim, and the indemnified party shall provide reasonable assistance at the indemnifying party’s reasonable expense, provided that the indemnified party shall not be obligated to participate in any settlement pursuant to which the indemnified party is required to admit liability or pay any amount other than amounts concurrently reimbursed by the indemnifying party.

9. LIMITATION OF LIABILITY 

To the fullest extent permitted under applicable law, Company shall not be liable for any incidental, consequential, indirect, or special damages, lost business or anticipated savings, lost profits, lost data, lost goodwill, or third party claims, whether foreseeable or not, arising out of or in connection with the Products or the Agreement even if such party has been advised, knew, or should have known, of the possibility of such damages and regardless of the form of action, whether in contract or in tort, including negligence and strict liability. 

The sole and exclusive maximum liability of Company (including its officers, directors, employees, agents, representatives vendors and affiliates) for all damages, losses, claims and causes of action whatsoever arising under or related to this agreement (excluding willful misconduct or death or bodily injury caused by company’s negligence), shall not exceed, in the aggregate, the fees for use of Products actualy paid to Company by Client during the 6 (six) months prior to the action giving rise to such damages, losses, claims or causes of action.

10. PUBLICITY 

Client shall not externally refer to, publish and/or promote the existence or nature of its working relationship with Company for any purposes without the prior written consent of Company. Notwithstanding the foregoing, Client shall have the right to display and/or reference the name, logo, or trademarks of Company with respect to internal communications.

11. DISPUTE RESOLUTION 

11.1. Governing Law. This Agreement is governed by the laws of Texas without regard to its principles of conflicts of law, and regardless of Client’s location.

11.2. Informal Dispute Resolution. Client agrees to participate in informal dispute resolution before filing a claim against the Company. Any complaints in relation to the Company and the Products provided to the Client should be addressed to the Company by contacting [email protected].  Client should clearly indicate that a complaint is being submitted and specify the grounds and circumstances concerning the complaint. The Company will send a complaint acknowledgement to the e-mail address from which the complaint has been received. Company will consider the complaint and respond to the Client within 14 calendar days of the day of receipt of a relevant complaint. If a dispute is not resolved within 30 calendar days of the day of receipt of a relevant complaint, Client or Company may bring a formal claim.

11.3. Arbitration. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between Client and Company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. Client and Company agrees that Client and Company are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.

Client agrees that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted, and Client is agreeing to give up the ability to participate in a class action.

The arbitration will be administered by the American Arbitration Association under its Arbitration Rules, as amended by this Agreement. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Client or Company that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude Client from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

12. MISCELLANEOUS 

12.1.Independent Contractor. The parties are independent contractors. This Agreement does not create a joint venture, partnership, employment or agency relationship between Client and Company or Company’s employees or contractors. Neither party is authorized by this Agreement to represent, bind, obligate or contract on behalf of the other. 

12.2. Entire Agreement; Amendment. This Agreement (together with Order Forms) constitutes the parties’ entire agreement and supersedes all prior agreements, understandings and representations, written or oral, between the parties, with respect to the subject matter thereof. This Agreement may be executed and delivered in two or more counterparts and with electronic or facsimile signatures, and may not be amended except by a writing signed by the party to be bound. 

12.3. Force Majeure. Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanicaldifficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

12.4. Severability. Should any provision of this Agreement be determined to be void, invalid, unenforceable or illegal for whatever reason, such provision(s) shall be null and void; provided, however, that the remaining provisions of this Agreement shall be unaffected thereby and shall continue to be valid and enforceable. Thereafter, the parties, however, shall in good faith amend the Agreement in such reasonable manner so as to achieve the intention of the Parties with respect to that severed provision.

12.5. Injunctive Relief. Each party acknowledges a violation of this Agreement with respect to the protection of Confidential Information or intellectual property could cause irreparable harm to the other party for which monetary damages may be difficult to ascertain or an inadequate remedy. Each party therefore agrees that the other party will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of this Agreement. Except where otherwise specified, the rights and remedies granted to a Party under the Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the Party may possess at law or in equity.

12.6. Notice. Any notices under this Agreement shall be given by: (i) personal delivery, (ii) nationally-recognized courier service; or (iii) electronic mail to the parties’ physical or email addresses as provided during the course of dealing with respect to this Agreement. 

12.7. Waiver. The waiver by either party of any breach of any provision of the Agreement does not waive any other breach. 

12.8. Assignment; No Third Party Beneficiaries. Client may not assign any rights under this Agreement to any third party without the prior written consent of Company. Company at its sole discretion may assign its rights and obligations under this Agreement in full or in part to any third party. Either party may, without such consent, assign or transfer this Agreement to a successor to the business of such party by merger, sale of assets or otherwise. Any assignment or transfer, or attempted assignment or transfer, in violation of this Agreement is void. Except as set forth in the Agreement, nothing in the Agreement, expressed or implied is intended to give rise to any third-party beneficiary. 

PRIVACY POLICY

This privacy policy is effective from 27 01 2023.

In this privacy policy we, KILO PAYMENTS, INC. company code 4029195, registration address 651 N Broad St, Suite 206, Middletown, 19709, New Castle, Delaware (“Company”, “we”, “us” or “our”), explain how we handle your personal data when you visit our website https://business-platform.kilo.health/, use our services, including mobile apps accessed through our website, contact us through our official social media pages or email. 

In this notice you will find the answers to the following questions:

(a) how we use your data;

(b) when we provide your data to others;

(c) how long we store your data;

(d) what is our marketing policy;

(e) what rights related to personal data you possess;

(f) how we use cookies;

(g) other issues that you should take into account.

When processing personal data, the Company is guided by and complies with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (“GDPR“), California Consumer Privacy Act (“CCPA”) and any other applicable legal acts governing the protection of your personal data.

The Company acts as a data controller of your personal data. In case of any inquiries or if you would like to exercise any of your rights provided in this notice, you may submit such inquiries and requests by means provided in Contacts section. 

You may also contact Data Protection Officer of the Company regarding all privacy related issues by email: [email protected] 

All the definitions used in this privacy policy have the same meaning as prescribed in Company’s General Terms and Conditions unless expressly provided otherwise in this privacy policy. This privacy policy forms an integral part of Company’s General Terms and Conditions.

In the event this privacy policy is translated into other languages and if there are differences between the English version and such translation, the English version shall prevail, unless otherwise provided.

1. HOW WE USE YOUR PERSONAL DATA?

1.1 This Section provides the following information:

(a) categories of personal data, that we process;

(b) in case of the personal data that we did not obtain directly from you, the source and specific categories of that data;

(c) the purposes for which we may process your personal data; and

(d) the legal bases of the processing.

1.2. We process your account data (“account data”). The account data may include your name and surname, email address, phone number, birth date, purchase history, data of your family members (name, surname, email address, date of birth) and other data that you provide while registering and using our website and/or services, and/or the apps. We may obtain such data directly from you, your employer or your relative, who is lawfully submitting your data for registration. We process account data for the purposes of operating our website, the apps, providing our services, ensuring the security of our website / the apps, communicating with you. The legal basis for this processing is the performance of a contract between you and us and/or taking steps, at your request, to enter into such a contract, your consent (e.g. when you invite your family members to your account) as well as our legitimate interest (e.g. to ensure proper technical functioning of the website).

1.3. If you provide any data of the third party to us (e.g. in order to invite your family members to your account), you hereby confirm that personal data is collected and provided by you lawfully and accurately, with a permission of that third party. You are held responsible for the legality of transfer of any third party’s data to us. 

1.4. We process information relating to provision of services by us to you (“service data”). The service data may include your contact details such as your email address, birth date, bank account and transaction details as well as other information that you provide to us while filling up the relevant questionnaires via our website in order to find out which of the products we recommend for you (such data may include sensitive personal data related to your health) and / or while using the apps. The legal basis for processing your sensitive personal data related to your health is your explicit consent. Whereas non-sensitive personal data is processed to provide services as well as keep proper records of those services. The legal basis for such data processing is the performance of a contract between you and us and/or taking steps, at your request, to enter into such a contract and our legitimate interests (e.g. to ensure proper technical functioning of the website).

1.5. We may process information that you provide to us for the purpose of subscribing to our email messages and newsletters (“messaging data”). The messaging data is processed to send you the relevant messages and newsletters. The legal basis for this processing is your consent. Also, if we have already sold provided services for you via our website, the apps and you do not object, we may also process messaging data on the basis of our legitimate interest, namely seeking maintain and improve customer relations, to suggest our similar services to you.

1.6. We may process information relating to any communication that you send to us (“correspondence data”). The correspondence data may include the communication content (e.g. email address, content of the message) and metadata associated with the communication (e.g. device system name, system version, model, display etc.). The correspondence data is processed for the purposes of communicating with you and record-keeping. The legal basis for this processing is your consent and/or our legitimate interests, namely the proper administration of our website and business, ensuring uniform and high-quality consultation practice and for investigating disputes between you and our employees.

1.7. We may process information on your use of our website, the apps as well as on your device (“device data”) when you are browsing our website, the apps. Device data may include IP address, network information, geographical location, browser type and version, operating system, device type, logging information, screen resolution and (in case you agree to share such) your location data as well as information on the motion activity, use of our website / the apps (i.e. referral source, length of visit, page views and website navigation paths, as well as information about the timing, frequency and pattern of your service use). We obtain such data through the use of cookies and similar technologies. Device data is processed to enhance the website/ the apps as well as to set default options. We also use such data to have a better understanding of how you use our website / the apps and services as well as for securing both the website. The legal basis for this processing is our legitimate interest (e.g. to ensure proper technical functioning of the website), and in certain cases (e.g. use of cookies and similar technologies) your consent. 

1.8. We may process any of your personal data identified in this notice where necessary for the establishment, exercise or defence of legal claims, whether in court proceedings or in an administrative or out-of-court procedure. The legal basis for this processing is our legitimate interests, namely the protection and assertion of our legal rights, your legal rights and the legal rights of others.

1.9. We may process any of your personal data identified in this notice where necessary for the purposes of obtaining or maintaining insurance coverage, managing risks, or obtaining professional advice. The legal basis for this processing is our legitimate interests, namely the proper protection of our business against risks.

1.10. In addition to the specific purposes for which we may process your personal data set out in this Section, we may also process your personal data to the necessary extent where such processing is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.

1.11. Should the purpose or legal basis of data processing activities indicated in this paragraph change, we will inform you and, if the consent was the legal basis for data processing, will re-obtain your consent. 

1.12. Sometimes we may aggregate, anonymize or de-identify your personal data in such a way so that it cannot reasonably be used to directly or indirectly identify you. Such data is no longer personal. We may use such data without restriction in any way allowed by law, including, but not limited to share such data with our partners or research institutions, share in articles, blog posts and scientific publications, aggregate statistics about certain activities or symptoms from data collected to help identify patterns across users and evaluate or modify our services.

1.13. We are following the principle of data minimisation: personal data processed is adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed. 

1.14. Personal data is stored either on the servers of the Company or of our contractors, who are bound by specific contractual clauses regarding the processing of personal data as well as by the confidentiality obligations. 

1.15. We are using a number of technical and organisational means to protect your personal data. Organisational security measures include restricting access solely to authorised persons with a legitimate need to access personal data, singing confidentiality agreements, arranging trainings, creating and implementing relevant policies and procedures. Technical measures include appropriate actions to address online security, risk of data loss, alteration of data or unauthorised access, implementing access control and authentication tools, ensuring physical security etc.

2. WHEN WE PROVIDE YOUR DATA TO OTHERS?

2.1. We may disclose your personal data to 

2.2. We may disclose your personal data to any member of our group of companies (including our subsidiaries, our ultimate holding company and all its subsidiaries) insofar as reasonably necessary for the purposes set out in this notice. Such may include internal administration purposes as well as, for example, provision/sharing of IT, payment or marketing services or data centres in the group. 

2.3. We may disclose your personal data to our insurers and/or professional advisers insofar as reasonably necessary for the purposes of obtaining or maintaining insurance coverage, managing risks, obtaining professional advice, or the establishment, exercise or defence of legal claims, whether in court proceedings or in an administrative or out-of-court procedure.

2.4. We may disclose your personal data to our anti-fraud, risks and compliance providers insofar as reasonably necessary for the purposes of protecting your personal data and fulfilling our legal obligations.

2.5. We may disclose your personal data to our payment service providers. We will share service data with our payment services providers only to the extent necessary for the purposes of processing your payments, transferring funds and dealing with complaints and queries relating to such payments and transfers. 

2.6. We may disclose your personal data to other service providers insofar as it is reasonably necessary to provide specific services (including, providers of servers and maintenance thereof, email service providers, apps support service providers, apps development service providers, service providers used for data analysis or marketing, call centres, customer satisfaction surveys or market research). We take all the necessary measures to ensure that such subcontractors would implement proper organisational and technical measures to ensure security and privacy of your personal data and also would be bound by specific contractual clauses regarding the processing of personal data as well as by the confidentiality obligations. 

2.7. In addition to the cases already mentioned in this privacy policy, please be noted that we may transfer your personal data to other business subjects, in case of transfer of the Company’s business and/or services or part thereof, Company’s merger with other legal entity or acquisition, including subjects carrying out legal due diligence. 

2.8. Also, we may disclose your personal data where such disclosure is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.

2.9. Persons or legal entities, indicated in this Section may be established outside the Republic of Lithuania, European Union and European Economic Area. In case we will transfer your personal data to such persons, we will take all the necessary and in the legal acts indicated measures to ensure that your privacy will remain properly secured, including where appropriate, signing standard contractual clauses for transfer of data. To find out more information regarding appropriate safeguards you may contact us via email: [email protected] 

3. HOW LONG WE STORE YOUR DATA? 

3.1. Your personal data that we process for any purpose or purposes shall not be kept for longer than is necessary for that purpose or those purposes. In any case it shall be kept for no longer than:

(a) account data will be retained for no longer than 5 (five) years following your last update on the account;

(b) service data will be retained for no longer than 5 (five) years following the end of provision of services;

(c) messaging data will be retained for no longer than 2 (two) years following the provision of consent or, in case, the messaging data is being sent to the present clients in order to maintain and improve customer relations, for no longer than 2 (two) years following the end of provision of the respective services, unless you respectively withdraw your consent earlier or object to such processing;

(d) correspondence data will be retained for no longer than 6 (six) months following the end of such communication;

(e) device data will be retained for no longer than 2 (two) years following the provision of your consent or, in case, processing of device data is based on our legitimate interest (e.g. to ensure the technical functioning of the website), such device data will be processed as long as it is necessary to fulfil our legitimate interest. 

3.2. After the end of applicable retention period, or upon your request personal data is irreversibly destructed using overwriting or physical destruction (when applicable) methods. 

3.3. Notwithstanding the other provisions of this Section, we may retain your personal data where such retention is necessary for compliance with a legal obligation to which we are subject, and / or in order to protect your vital interests or the vital interests of another natural person (if necessary).

4. MARKETING COMMUNICATION

4.1. In case you consent, we will contact you via email or phone to inform on what we are up to. Please note, that your consent is not a condition of any purchase. Also, if we already have provided services to you and you do not object, we will inform you about the Company’s or our members of our group Companies other products that might interest you including other information related to such via email or phone, when such were provided to us by you.

4.2. When contacting you by phone as provided in section 4.1. above, SMS/text messages from us will be received through your wireless provider to the mobile number you provided. SMS/text messages may be sent using an automatic telephone dialing system or other technology. Message frequency varies. Message and data rates may apply.

4.3. You may opt-out of receiving any marketing communications at any time. You may do so by choosing the relevant link in any of our marketing messages or contacting us via means provided in our website, the apps. If you are receiving both email and phone marketing communications on the grounds provided in section 4.1. above and you wish to opt-out of receiving them, you will need to opt out separately by following the relevant link in any of our marketing messages or contacting us via means provided in our website, the apps.

4.4. Upon you having fulfilled any of the provided actions we will update your profile to ensure that you will not receive our marketing communication in the future.

4.5. In case you opt-out of receiving marketing communications, we will immediately stop sending marketing communications to you. Nevertheless, please be informed that as our business activities consists of a network of closely related services, in certain cases it may take a few days until all the systems are updated, thus you may continue to receive marketing communication while we are still processing your request.

4.6. In any case, the opt-out of the marketing communications will not stop you from receiving communication directly related to the provision of services.

5. YOUR RIGHTS

5.1. In this Section, we have summarised the rights that you have under data protection laws. Some of the rights are complex thus we only provide the main aspects of such rights. Accordingly, you should read the relevant laws (first and foremost the GDPR) and guidance from the regulatory authorities for a full explanation of these rights.

5.2. Your principal rights under data protection law are the following:

(a) the right to be informed about processing of personal data; 

(b) the right to access data;

(c) the right to rectification;

(d) the right to erasure of your personal data;

(e) the right to restrict processing of your personal data;

(f) the right to object to processing of your personal data;

(g) the right to data portability;

(h) the right to complain to a supervisory authority; 

(i) the right to withdraw consent; and

(j) the right to request not to be a subject to a decision based solely on automated processing, including profiling.

5.3. The right to be informed about processing of personal data. You have the right to obtain information about the personal data processed by the us, the sources of the personal data, the purposes of the processing, the legal grounds, the retention period, data recipients or data processors, your rights and etc.

5.4. The right to access data. You have the right to confirmation as to whether or not we process your personal data and, where we do, access to the personal data, together with certain additional information. That additional information includes details of the purposes of the processing, the categories of personal data concerned and the recipients of the personal data. Providing the rights and freedoms of others are not affected, we will supply to you a copy of your personal data. The first copy will be provided free of charge, but additional copies may be subject to a reasonable fee.

5.5. The right to rectification. You have the right to have any inaccurate personal data about you rectified and, taking into account the purposes of the processing, to have any incomplete personal data about you completed.

5.6. In some circumstances you have the right to the erasure of your personal data. Those circumstances include when: (i) the personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed; (ii) you withdraw consent to consent-based processing and there are no other legal basis to process data; (iii) you object to the processing under certain rules of applicable data protection laws; (iv) the processing is for direct marketing purposes; or (v) the personal data have been unlawfully processed. However, there are exclusions of the right to erasure. Such exclusions include when processing is necessary: (i) for exercising the right of freedom of expression and information; (ii) for compliance with our legal obligation; or (iii) for the establishment, exercise or defence of legal claims.

5.7. In some circumstances you have the right to restrict the processing of your personal data. Those circumstances are when: (i) you contest the accuracy of the personal data; (ii) processing is unlawful but you oppose erasure; (iii) we no longer need the personal data for the purposes of our processing, but you require personal data for the establishment, exercise or defence of legal claims; and (iv) you have objected to processing, pending the verification of that objection. Where processing has been restricted on this basis, we may continue to store your personal data, however we will only further process such data in any other way: (i) with your consent; (ii) for the establishment, exercise or defence of legal claims; (iii) for the protection of the rights of another person; or (iv) for reasons of important public interest.

5.8. You have the right to object to our processing of your personal data on grounds relating to your particular situation, but only to the extent that the legal basis for the processing is that the processing is necessary for: the performance of a task carried out in the public interest or the purposes of the legitimate interests pursued by us or by a third party. If you make such an objection, we will cease to process the personal information unless we can demonstrate compelling legitimate grounds for the processing which override your interests, rights and freedoms, or the processing is for the establishment, exercise or defence of legal claims.

5.9. You have the right to object to our processing of your personal data for direct marketing purposes. If you make such an objection, we will cease to process your personal data for this purpose.

5.10. You have the right to object to our processing of your personal data for scientific or historical research purposes or statistical purposes on grounds relating to your particular situation, unless the processing is necessary for the performance of a task carried out for reasons of public interest.

5.11. The right to data portability. To the extent that the legal basis for our processing of your personal data is:

(a) consent; or

(b) performance of a contract or steps to be taken at your request prior to entering into a contract, necessary to enter into such,

you have the right to receive your personal data from us in a structured, commonly used and machine-readable format. However, this right does not apply where it would adversely affect the rights and freedoms of others.

5.12. If you consider that our processing of your personal information infringes data protection laws, you have a legal right to lodge a complaint with a supervisory authority responsible for data protection. 

5.13. To the extent that the legal basis for our processing of your personal information is consent, you have the right to withdraw that consent at any time. Withdrawal will not affect the lawfulness of processing before the withdrawal. 

5.14. You have the right to request not to be a subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning you or similarly significantly affects you. However, there are exclusions of this right. Such exclusions include when the decision: (i) is necessary for entering into, or performance of, a contract between you and us; (ii) is authorised by EU or EU member state law to which we are subject to and which also lays down suitable measures to safeguard the your rights and freedoms and legitimate interests; (iii) is based on your explicit consent.

5.15. In addition to specific measure provided in this Section or the website you may also exercise any of the rights indicated herein by contacting us by email [email protected]. We undertake to respond to such inquiries within 1 month after it is received. This response time may be extended by 2 months for complex or multiple requests. In case of such extension, we will inform you additionally. 

6. ABOUT COOKIES

6.1. Cookies are small textual files containing identifier that is sent by a web server to your web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server.

6.2. We will ask you to consent to our use of cookies in accordance with the terms of this and cookie notices when you first visit our website.

6.3. Cookies do not typically contain any information that personally identifies a user, but personal information that we store about you may be linked to the information stored in and obtained from cookies.

7. COOKIES THAT WE USE

In the website we use cookies of three main types, for the following purposes:

(a) Required (essential) cookies – used to ensure proper performance of the website, security of customers and their data, provision of high-quality services;

(b) Functional cookies – used to enhance the website user experience, analyse the use of the system and in accordance to such improve the provision of services;

(c) Advertising cookies – used to observer user online behaviour and optimize marketing campaigns according to such information.

8. COOKIES USED BY OUR SERVICE PROVIDERS

8.1. Our service providers use cookies and those cookies may be stored on your computer when you visit our website.

8.2. We may use:

(a) Google Analytics cookies to observe our website traffic. Cookies used for this purpose help us detect website errors as well as measure website bandwidth. You can view the privacy policy of Google Analytics here;

(b) Youtube cookies to display in our website content uploaded in Youtube. Cookies used for this purpose help us maintain integrity, create informative and dynamic website. You can view the privacy policy of Youtube here; 

(c) Twitter cookies to display in our website content posted in Twitter. Cookies used for this purpose help us maintain integrity, create informative and dynamic website. You can view the privacy policy of Twitter here;

(d) Google Maps cookies to, if the user permits, determine users location. Cookies used for this purpose help us adapt website settings in accordance to user’s location and improve user experience in our website. You can view the privacy policy of Google Maps here;

(e) Doubleclick cookies to control the display of ads to our users. Cookies used for this purpose help us distinguish users that already use our services and reduce or stop displaying our ads to such users. You can view the privacy policy of Doubleclick here;

(f) Facebook cookies to manage the display of ads to our users. Cookies used for this purpose help us distinguish users that already use our services and reduce or stop displaying our ads to such users. You can view the privacy policy of Facebook here; 

(g) Google Tag Manager cookies to control advertising cookies. Cookies used for this purpose help us properly distribute ads to users. You can view the privacy policy of Google Tag Manager here;

(h) Hotjar cookies to observe how users use our website. Cookies used for this purpose help us observe the performance of the website and analyse how we can improve our website. You can view the privacy policy of Hotjar here;

(i) Visual Website Optimiser cookies that are used for collecting information on how visitors interact with the pages on website. You can view the privacy policy of Visual Website Optimiser here. 

(j) Datadog cookies to detect website errors. Cookies used for this purpose help us observe and monitor the website errors. You can view the privacy policy of Datadog here. 

9. HOW CAN YOU MANAGE COOKIES?

9.1. Most browsers allow you to refuse, to accept cookies and to delete cookies. The methods for doing so vary from browser to browser, and from version to version. You can however obtain up-to-date information about blocking and deleting cookies via information provided in the relevant browser website, for example Chrome; Firefox; Internet Explorer; Safari.

9.2. Blocking all cookies will have a negative impact upon the usability of many websites.

9.3. If you block cookies, you will not be able to use all the features on our website.

10. THIRD PARTY WEBSITES

On the website you may find links to and from partner sites, information sources and related party websites. Please take note that such third-party website that you will visit by clicking on links have their own privacy policies and we take no responsibility regarding such privacy policies. We recommend familiarising with privacy policies of such websites before providing any personal data to such.

11. CHILDREN PERSONAL DATA

11.1. Our website, the apps and services are targeted at persons over the age of 18. 

11.2. If we have reason to believe that we hold personal data of a person under that age in our databases without having consent from the parent rights holder, we will delete that personal data. 

12. CALIFORNIA PRIVACY ADDENDUM

If you are a California consumer or resident, in addition to the information provided in this privacy policy, you may have the additional rights and information provided to you under the California Consumer Privacy Act: 

(a) We do not knowingly sell personal information nor share it with third parties for direct marketing purposes. However, if we do so in the future, you will be notified and have the right to opt-out of the “sale” of personal information;

(b) We will retain, use, or disclose personal information we collect or processes on your behalf, only for the purposes described in this privacy policy, and will notify you if this changes. 

(c) You have the right to not be subject to discrimination if you exercise any of your rights.

We do not currently recognize or respond to browser-initiated Do Not Track signals. Instructions to enable for the following browsers are here: Chrome, Firefox, IE, Edge, Safari, Opera.

13. UPDATING YOUR DATA

Please let us know if the personal information that we hold about you needs to be corrected or updated.

14. CONTACTS

In case of any inquiries or if you would like to exercise any of your rights provided in this notice, you may submit such inquiries and requests by the following contact details:  

KILO PAYMENTS, INC. 

Company code 4029195

Address 95 Third Street, 1st Floor, San Francisco, 94103

Email address [email protected]

15. CHANGES TO THE NOTICE

Any changes to this notice will be published on the website and, in case of material changes, we may inform you about such via email or by other means which we will deem the most fitting in a particular case. Any changes to the privacy policy shall come into force from the date of their publication, i.e. from the date they are posted on the website.