KIT, INC.

TERMS OF SERVICE AGREEMENT

Effective Date: December 2, 2015

Last Updated: October 1, 2024

This Terms of Service Agreement (“Agreement”) is a binding legal contract between you and Kit, Inc. f/k/a ConvertKit, Inc. (“Kit,” “we,” “us,” or “our”), regarding your use of Kit’s websites located at kit.com and creatornetwork.com on all platforms (the “Services”).

Carefully read this Agreement and our Privacy Policy before using the Services. By using the Services, you agree to the terms and conditions of this Agreement and the Privacy Policy. The Privacy Policy is part of this Agreement and incorporated by reference herein. If you do not agree to any of these terms, please do not use the Services.

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess the consent of your legal parent or guardian, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

The Services are controlled and offered by Kit from its facilities in the United States of America. Kit makes no representations that the Services are appropriate for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with their local law.

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. You agree there is no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

1. General Use of the Services — Permissions and Restrictions

Kit hereby grants you a revocable, non-transferable, and non-exclusive permission to access and use the Services as set forth in this Agreement, provided that:

a. You agree not to distribute in any medium any part of the Services, including but not limited to Content and User Submissions (each as defined below), without Kit’s prior written authorization.
b. You agree not to alter or modify any part of the Services, including but not limited to, Kit’s technologies.
c. You agree not to access User Submissions (defined below) or Content (defined below) through any technology or means other than any as authorized by this Agreement or a written agreement between you and Kit.
d. You agree not to use the Services for any commercial use without the prior written authorization of Kit. Prohibited commercial uses include, but are not limited to, any of the following actions taken without Kit’s express approval:
- i. Sale of access to the Services or Content via another website or medium (such as a mobile application);
- ii. Use of the Services or Content for the purpose of gaining advertising or subscription revenue;
- iii. The sale of advertising, on the Services or any third-party website, targeted to the content of specific User Submissions or the Content;
- iv. Any use of the Services, Content, or User Submissions that Kit finds, in its sole discretion, has the effect of competing with or displacing the market for the Services, Content, or User Submissions.
e. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Services in a manner that sends more request messages to the Kit servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Kit grants the operators of public search engines permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Kit reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information from the Services, nor to use the communication systems provided by the Services for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Services with respect to their User Submissions.
f. You will otherwise comply with the terms and conditions of this Agreement, and all applicable local, national, and international laws and regulations.
g. You agree not to impersonate any person or organization.
h. You agree not to harass any other user.
i. Kit reserves the right to discontinue any aspect of the Services at any time.

2. Your Use of Content on the Services

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content on the Services.

a. The content on the Services, except all User Submissions, including without limitation, the text, software, scripts, graphics, files, documents, images, photos, sounds, music, pictures, messages, interactive features, the design of and “look and feel,” and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Kit, subject to copyright and other intellectual property rights under the law. Content on the Services is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Kit reserves all rights not expressly granted in and to the Services and the Content.
b
. You may access User Submissions solely:
- i. For your information and personal use in accordance with this Agreement; and
- ii. As intended through the normal functionality of the Services.
c. User comments are made available to you for your information and personal use solely as intended through the normal functionality of the Services. User comments are made available “as is,” and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Services or otherwise as expressly authorized under this Agreement.
d. You may access Content, User Submissions, and other content only as permitted under this Agreement. Kit reserves all rights not expressly granted in and to the Content and the Services.
e. You agree to not use, copy, reproduce, transmit, broadcast, sell, license, download, or otherwise exploit any of the Content other than as expressly permitted herein.
f. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein.
g. You understand that when using the Services, you will be exposed to User Submissions from a variety of sources, and that Kit is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Kit with respect thereto, and agree to indemnify and hold Kit, its owners, operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Services.

3. Your User Submissions and Conduct

a. You may submit comments, information, text, link, graphics, photos, videos, or other materials or arrangements of materials posted, uploaded, downloaded, or appearing on the Services (collectively referred to as “User Submissions”) to Kit. You understand that whether or not such User Submissions are published, Kit does not guarantee any confidentiality with respect to any User Submissions.
b. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have all the necessary licenses, rights, consents, and permissions to use and authorize Kit to use all patent, trademark, trade secret, copyright or other intellectual property or proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Services and this Agreement.
c. You retain ownership of all copyrights you may have in your User Submissions. However, you grant Kit a perpetual, non-exclusive, fully paid and royalty-free, worldwide license to Kit to use, remove, copy, reproduce, process, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify, and adapt in any form or media now known or hereinafter developed, any User Submissions posted by you to Kit.
d. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, trademarked, protected by trade secret or confidentiality, or otherwise subject to third-party proprietary rights, including privacy, personality and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Kit all of the license rights granted herein.
e. You agree that your conduct on the Services will comport with the terms of this Agreement and Kit’s Acceptable Use Policy.
f. Kit does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Kit expressly disclaims any and all liability in connection with User Submissions. Kit does not permit copyright infringing activities and infringement of intellectual property rights on its Services, and Kit will remove all Content and User Submissions if properly notified in a manner consistent with law and Kit’s Copyright Infringement Notification policy that such Content or User Submission infringes on another’s intellectual property rights. Kit reserves the right to remove Content and User Submissions without prior notice.
g. If you provide feedback to us regarding the Services, Content, or User Submissions (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a perpetual and irrevocable license to use the Feedback for any purpose.

4. Copyright Infringement

a. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- iv. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Kit’s designated Copyright Agent to receive notifications of claimed infringement can be contacted at: legal@kit.com.You acknowledge that if you fail to comply with all of the requirements of this Section 4(a), your DMCA notice may not be valid.
b. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:
- i. Your physical or electronic signature;
- ii. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- iii. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- iv. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Boise, Idaho and a statement that you will accept service of process from the person who provided notification of the alleged infringement.If a counter-notice is received by the Copyright Agent, Kit may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Kit’s sole discretion.
c. Repeat Infringers. Kit will terminate the access privileges of any user whom it deems, in its sole authority, has repeatedly infringed the copyright rights of others.

5. WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THE SERVICES OR THE GOODS, PRODUCTS, AND SERVICES AVAILABLE THEREIN SHALL BE AT YOUR SOLE RISK. THE SERVICES, CONTENT, USER SUBMISSIONS, AND ANY GOODS, PRODUCTS, OR SERVICES AVAILABLE ON THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, AND KIT, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KIT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES AND THE GOODS, PRODUCTS, AND SERVICES AVAILABLE THEREIN, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. KIT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY GOOD, PRODUCT, OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND KIT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A GOOD, PRODUCT, OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL KIT, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES, CONTENT, USER SUBMISSIONS OR THE GOODS, PRODUCTS, AND SERVICES AVAILABLE ON THE SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU AGREE THAT THE MAXIMUM TOTAL LIABILITY OF KIT, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, OR AGENTS TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT RECEIVED BY KIT FROM YOU TO ACCESS THE SERVICES AND/OR USE THE SERVICES. IF YOUR USE OF THE SERVICES AND/OR ANY GOODS, PRODUCTS, AND SERVICES RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7. Indemnity

You agree to defend, indemnify and hold harmless Kit, its managers, members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party rights, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party or to Kit. This defense and indemnification obligation will survive this Agreement and your termination of use of the Services.

8. Termination Policy

a. You may terminate your use of the Services at any time. Kit may terminate this Agreement, or suspend or terminate your access to the Services, at any time, for any reason. If Kit suspects that you have violated any provision of this Agreement, Kit may also seek any other available legal remedy. Your rights under this Agreement will terminate automatically if you breach any part of this Agreement. You remain solely liable for all obligations related to use of the Services, even after you have stopped using the Services.
b. Kit reserves the right to decide whether Content or a User Submission is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, laws regulating obscene or defamatory material. Kit may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of this Agreement at any time, without prior notice and at its sole discretion.

9. Third-Party Sites

The Services may contain links to third-party websites that are not owned or controlled by Kit. Kit has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, Kit will not and cannot censor or edit the content of any third-party site. By using the SERVICES, you expressly relieve Kit from any and all liability arising from your use of any third-party website.

10. Notice Regarding Electronic Payment Vendors

Users should be aware some payments may be processed through Stripe or other electronic payment vendors. Kit may also provide applications and other services to merchants related to payment processing. Payments may not be processed for certain activities, such as for illegal or other prohibited activities. If you have a question as to whether a payment will be accepted, then we encourage you to check the policies of the applicable vendor.

Your relationship with the electronic payment vendors is separate from your relationship with Kit and is governed by the terms and conditions contained in such vendor’s agreement. Such terms and conditions are available at the respective vendor’s website. Kit is not responsible for the actions or omissions of any third-party payment processor.

11. Submissions and Privacy

If you submit or post any ideas, creative suggestions, designs, photographs, information, advertisements, data or proposals, including ideas for new or improved products, services, features, technologies or promotions, you expressly agree that such submissions will automatically be treated as non-confidential and non-proprietary and will become the sole property of Kit without any compensation or credit to you whatsoever. Kit and its affiliates shall have no obligations with respect to such submissions or posts and may use the ideas contained in such submissions or posts for any purposes in any medium in perpetuity, including, but not limited to, developing, manufacturing, and marketing products and services using such ideas.

12. Promotions

Kit may, from time to time, include contests, promotions, sweepstakes, or other activities (“Promotions”) that require you to submit material or information concerning yourself. Please note that all Promotions may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age and geographic location. You are responsible for reading all Promotions rules to determine whether or not you are eligible to participate. If you enter any Promotion, you agree to abide by and to comply with all Promotions Rules.

Additional terms and conditions may apply to purchases of goods or services on or through the Services, which terms and conditions are made a part of this Agreement by this reference.

13. Typographical Errors

In the event a product and/or service is listed at an incorrect price or with incorrect information due to typographical error, we shall have the right to refuse or cancel any orders placed for the product and/or service listed at the incorrect price. We shall have the right to refuse or cancel any such order whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit card account or other payment account in the amount of the charge.

14. Users Under 13 Years of Age

Our Services are not directed to persons under the age of 13. If you become aware that your child has provided us with personal information without your consent, please contact us at legal@kit.com. We do not knowingly collect personal information from children under the age of 13. If we become aware that a child under the age of 13 has provided us with personal information, we take steps to remove such information. By using the Services, you are representing to us that you are not under the age of 13. If you are under 13 years of age, you are not authorized to install and use the Services and must immediately delete it from your devices.

15. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Kit without restriction.

16. General

By using the Services, you consent to receiving electronic communications from Kit. These communications will include notices about your account and information concerning or related to the Services and/or Kit’s products and services. You agree that any notice, agreement, disclosure or other communication that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

17. Applicable Law

This Agreement shall be governed by the internal substantive laws of the State of Idaho, without respect to its conflict of laws principles. By accessing the Services, you consent to the jurisdiction of the State of Idaho.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS WE AND YOU HAVE AGAINST EACH OTHER ARE RESOLVED. SECTION 18 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT REQUIRES YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND LIMITS YOUR RIGHT TO SEEK RELIEF BY JURY TRIAL OR CLASS ACTION.

18. AGREEMENT TO ARBITRATE

This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR KIT’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and Kit concerning the Services or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

18.1 Notice of Dispute

In the event of a dispute, you or Kit must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: legal@kit.com. Kit will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and Kit will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Kit may commence arbitration.

18.2 Binding Arbitration

If you and Kit don’t resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in Boise, Idaho, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by Idaho law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. Any and all legal, accounting, and other costs, fees, and expenses incurred by the prevailing party shall be borne by the non-prevailing party.

18.3 Prohibition of Class and Representative Actions and Non-Individual Actions

You and Kit agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and Kit agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s claim(s). Any relief awarded cannot affect other Kit’s users.

19. Severability

This Agreement, together with the Privacy Policy and any other legal notices published by Kit on the Services, shall constitute the entire agreement between you and Kit concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Kit’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AND KIT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

20. Notice Regarding Customer Use of Kit P.O. Box

Kit makes a P.O. Box address available for customers to use for purposes of email marketing. By using the P.O. Box address, you agree:

a. You are a Kit customer;
b. You will use the P.O. Box address only for email marketing using Kit’s services;
c. You give Kit permission to open all mail to this address in order to pass it on to the correct recipient;
d. You will not use this address for fraud or any other unlawful activity;
e. Kit will not forward physical mail or packages. It will only scan mail and email you a PDF;
f. Kit may refuse anyone the right to use the P.O. Box address for any reason; and
g. Kit reserves the right to discontinue use of the P.O. Box address at any time for any reason.

21. Privacy Policy

Please read our Privacy Policy for information regarding how we collect, use, and disclose your personal information. Our Privacy Policy also contains information about how we comply with the General Data Protection Regulation (EU) 2016/679 (the “EU’s GDPR”), the Data Protection Act 2018 (the “UK GDPR”), the EU-U.S. Data Privacy Framework (the “EU-U.S. DPF”), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (the “Swiss-U.S. DPF”), the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), other U.S. state privacy laws, and other countries’ privacy laws.

You acknowledge and agree that Kit has your prior written authorization to respond to any access and deletion requests we receive from your subscribers made under applicable data protection laws, and we may direct any such subscribers to you so that you can respond to the request.

22. Kit Commerce

22.1 Kit Commerce

Kit Commerce allows you to use the Services to sell electronic and physical goods and services (“Products”) to users and customers. You acknowledge that you agree to all terms in this Agreement in addition to this Section 22.

22.2 Kit Commerce Account

You must open an account with us (“Commerce Account”) to access Kit Commerce. You must use your or your business’ true and accurate name when opening a Commerce Account. Kit will review the information you submit while signing up for a Commerce Account. You authorize Kit to request information verifying your identity at any time, including but not limited to, business invoices, a government-issued form of identification, a business license, permit, or other information. You agree you are responsible for all activity that occurs under your Commerce Account, including for any actions taken by persons to whom you have granted access to the Commerce Account. We reserve the right to change the account type, suspend, or terminate the Commerce Account of anyone who provides inaccurate, false, or incomplete information, or who fails to comply with the Commerce Account registration requirements. You agree you are responsible for all licenses and permits required for the operation of your business.

22.3 Stripe

Payment processing services for Kit Commerce are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement, to the extent applicable, you agree to be bound by the Stripe Services Agreement. As a condition of the Services enabling payment processing services through Stripe, you agree to provide the Services accurate and complete information about you and your business, and you authorize Kit to share it and transaction information related to your use of the payment processing services provided by Stripe.

Countries currently supported by Stripe connected accounts are Australia, Austria, Belgium, Brazil, Bulgaria, Canada, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malta, Mexico, the Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Slovakia, Slovenia, Spain, Sweden, Switzerland, Thailand, the United Kingdom, and the United States.

You agree you are responsible for all legal and regulatory compliance in the country and/or countries you conduct business in.

22.4 Restricted, Unauthorized, or Illegal Use

You agree not to use Kit Commerce for the restricted businesses or business activity (collectively, “Restricted Businesses”) listed here. You also agree to comply with Kit’s Acceptable Use Policy which is incorporated by reference herein.

You agree that you will not use Kit Commerce for any illegal activity or Products. Kit may decide to not authorize or settle any transaction if we believe the transaction is in violation of this or that it exposes you, your customers, and others to fraud, criminal acts, or other harm. You authorize us to share information about you, your Commerce Account, and any of your transactions with law enforcement and any of our partners.

22.5 Fees

You agree Kit will collect a fee of 3.5% + $0.30 for each transaction processed through Kit Commerce.

22.6 Payout Schedule

For Commerce Accounts with a balance of twenty-five dollars ($25.00) or more, Kit will initiate a payout to your valid, linked bank account at the end of the business day before 5 p.m. PT (8 p.m. ET) on Friday of each week. Kit will calculate and render a converted exchange rate in United States Dollars (USD), regardless of whether you listed your Products in a currency other than USD. All transactions and payouts will be denominated and redeemable only in USD. You agree Kit does not guarantee the accuracy of the exchange rates displayed due to the fluctuating nature of market rates.

22.7 Access to Funds

You agree Kit may defer payout or restrict access to your payments if we need to conduct an investigation or resolve any pending dispute related to your use of the Services. We also may defer payout or restrict access to your payments as necessary to comply with applicable law or court order, or if requested by any governmental entity.

22.8 Chargebacks

When your customer may not be the authorized user of the card used for payment or your customer may otherwise contest the transaction, the amount of a transaction may be reversed or charged back to your Commerce Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed by our processor, a customer, or its financial institution, (c) was not authorized or Kit has any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks. For any transaction that results in a Chargeback, you authorize Kit to withhold the Chargeback amount, including any associated fees, fines, or penalties. If you have pending Chargebacks, we may delay payouts from your Commerce Account. Also, if Kit reasonably believes that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired, or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.

22.9 Taxes

You agree you are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of Kit Commerce. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authority. Kit is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction. Kit specifically disclaims any liability for taxes.

22.10 Return Policy

You agree to process returns of, and provide refunds and adjustments for, your Products through your Commerce Account. You also agree you must disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return the Product(s). If your available Commerce Account balance is insufficient to cover the refund, Kit may exercise any of our rights, including withdrawing up to the requested refund amount (the sale amount minus the initial transaction fee) from a payment instrument registered with your Commerce Account, or any Kit account. Kit, in its sole discretion, will allow for a return and/or refund of any good or service within thirty (30) days of purchase for any reason Kit deems appropriate.

22.11 Processing Errors

If an error results in your receipt of fewer funds than you are entitled, Kit will credit your Commerce Account for the difference. If an error results in your receipt of more funds than you are entitled, Kit may recover the extra funds from you. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

22.12 PCI DSS Requirements

Kit complies with Payment Card Industry Data Security Standards (“PCI-DSS”) requirements. You can find more information about PCI-DSS requirements here.

22.13 Customer Service

Kit is only responsible for customer service issues relating to your Commerce Account. You agree you are responsible for all customer service policies and issues relating to your Products, including pricing, order fulfillment, cancellations, returns, refunds and adjustments, warranty, and technical support.

22.14 Closure of Account

Closure of your Commerce Account will cancel any pending transactions. Any funds Kit is holding for you at the time of closure, less any applicable fees, will be paid out according to your payout schedule, subject to the other conditions of this Agreement. If an investigation is pending at the time you close your Commerce Account, we may hold your funds as described herein. If it is later determined that you are entitled to some or all of the funds, we will release those funds to you.

22.15 Termination

Kit may terminate your use of Kit Commerce at any time for any reason. Any termination of these terms does not relieve you of obligations to pay fees or costs accrued prior to the termination, and any other amounts owed to us as provided in this Agreement.

23. ANTI-BRIBERY AND EXPORT COMPLIANCE

You will not use, resell, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Services to any destination, person, entity, or end user prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation. Compliance with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Services to customer and end users is your responsibility.

24. FORCE MAJEURE

In the event Kit is unable to perform its obligations or provide the Services under the terms of this Agreement because of acts of God (including, but not limited to, severe acts of nature or weather events including floods, fires, earthquakes, hurricanes, or explosions), strikes or labor disputes, war, riots, acts of terrorism, epidemics, pandemics, acts of governmental authorities (including but not limited to government directives, expropriation, condemnation, and changes in laws and regulations), interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services, or other causes reasonably beyond Kit’s control, Kit shall not be liable for any costs or damages resulting from Kit’s failure to perform its obligations under the terms of this Agreement, provide the Services, or otherwise, from such causes. However, nothing in this section will affect or excuse your liabilities or your obligations under this Agreement.

25. FAIR USE POLICY

Unless otherwise agreed to in writing, all unlimited send plans on the Services are subject to a fair usage limit for monthly emails sent. You agree the fair usage limit is twenty-five (25) times the subscriber limit. We will monitor usage on the Services on a calendar month basis regardless of the billing date or plan length.

Usage in excess of these limits will be subject to a subscription plan upgrade. You agree we will automatically upgrade your account to the least expensive plan that matches your usage as determined by Kit and you will be subject to the terms of that plan. If your usage has declined, you agree you must reach out to support@kit.com to request a downgrade to a lower plan.

You agree to not directly or indirectly use the Services in a manner that circumvents Kit’s Fair Use Policy.

26. PLANS

By signing up for the Services, you agree to the current plans and pricing located at https://kit.com/pricing.

If you sign up for a Newsletter Plan on the Services, you agree you will automatically be signed up for a free account on the SparkLoop, LLC (“SparkLoop”) platform located at https://sparkloop.app/. When you sign up for a Newsletter Plan on the Services, you agree to SparkLoop’s Terms of Service Agreement and Privacy Policy.

27. PLAN RENEWALS

The term of your access to the Services (a “Plan”) will continue for the period identified at the time of your purchase. You can review current plans and pricing at https://kit.com/pricing.

YOU AGREE YOUR CARD-ON-FILE WILL AUTOMATICALLY BE CHARGED RECURRING RENEWAL FEES ON THE FIRST DAY OF THE RENEWAL TERM UNLESS YOU CANCEL YOUR PLAN. TO CHANGE OR CANCEL YOUR AUTO RENEWAL PREFERENCES YOU CAN LOG INTO YOUR ACCOUNT VIA THE KIT APP OR CONTACT SUPPORT@KIT.COM. FOR ANNUAL PLANS, WE WILL PROVIDE YOU THIRTY (30) DAYS’ NOTICE PRIOR TO THE AUTOMATIC RENEWAL DATE OF YOUR PLAN BEFORE CHARGING YOUR CARD-ON-FILE.

You agree to notify us of any changes required to keep your card-on-file current. You agree that failure to keep your card-on-file current may result in interruption to your use of the Services.

28. MOBILE TERMS AND CONDITIONS

28.1 SMS Messaging

Kit offers you mobile alerts regarding company information, migrations, products, events, marketing, advertising, and promotions by SMS messaging (“SMS Messaging”). By participating in SMS Messaging, you agree to this Agreement and our Privacy Policy. Enrollment in SMS Messaging requires you to provide your mobile phone number and agree to this Agreement before the SMS Messaging starts. You may not enroll if you are under 18 years old. Kit reserves the right to stop offering the Service at any time with or without notice.

28.2 Opting into SMS Messaging

By opting into SMS Messaging, you:

a. Authorize Kit to use auto dialer or non-auto dialed technology to send recurring text messages to the mobile phone number associated with your opt-in (i.e., the number listed on the opt-in form or, if none, the number from which you send the opt-in, or, if none, the number on file for the account associated with your opt-in).
b. Acknowledge that you do not have to agree to receive SMS messaging as a condition of purchase.
c. Confirm that you are the subscriber to the relevant mobile phone number or that you are the customary user of that number on a family or business plan and that you are authorized to opt in.
d. Consent to the use of an electronic record to document your opt-in.

28.3 Charges and Carriers

SMS Messaging frequency may vary. Message and data rates may apply. You agree to contact your wireless carrier to determine your phone’s pricing plan and the charges for sending and receiving text messages. You acknowledge that you are responsible for any message, data, or other charges incurred as a result of using SMS Messaging. SMS Messaging may not be available on all wireless carriers. You agree Kit and mobile carriers are not responsible or liable for any undue delays, failure of delivery, or errors in SMS Messaging.

28.4 Stopping SMS Messaging

To stop receiving SMS Messaging from Kit, reply with STOP to any SMS Messaging you received from Kit or use the unsubscribe link we may provide within any of Kit’s SMS Messaging. This is the exclusive method for opting out. After texting STOP to Kit, you may receive one additional message confirming that your request has been processed.

28.5 Changes to SMS Messaging

Kit may change its SMS Messaging at any time. You will be notified of such changes. Your continued use of Kit’s SMS Messaging signifies your acceptance of such changes. You agree that any messages you send to a telephone number or short code we have changed, including but not limited to, STOP or HELP requests, may not be received, and Kit will not be liable for completing such requests.

28.6 Questions

For questions regarding Kit’s SMS Messaging, reply with HELP to any SMS Messaging you received from Kit. You can also email us at help@kit.com.

29. SUBDOMAIN LICENSE

You agree “Kit Provided Domain(s)” means the subdomain(s) created by Kit, using a Kit-owned domain, and provided to you for use with the Services. Kit grants you and you agree to comply with a non-sublicensable, non-transferable, non-exclusive, limited license to use the Kit Provided Domains in accordance with the terms of this Agreement. You agree that Kit may change or terminate the Kit Provided Domains at any time, in its sole discretion. Kit will use commercially reasonable efforts to provide you with advance notice of such change.

You agree, for purposes of this Section 29, that “Intellectual Property Rights” include but are not limited to, current and future worldwide rights under copyright law, patent law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide. You agree Kit owns all Intellectual Property Rights in the Kit Provided Domains and Kit retains all Intellectual Property Rights in and to the root domain used to create the Kit Provided Domain(s).

You agree you will not, and will not allow others to do, any of the following to Kit Provided Domain(s), or any component thereof, unless required by law or Kit consents in writing: a) adapt, alter, modify, decompile, translate, disassemble, and/or reverse engineer; b) copy or make derivative works, attempt to extract the source code, and/or attempt to reduce to human perceivable form; c) transfer, sublicense, distribute, sell, and/or lease; and d) remove or alter any Kit brand features or other proprietary notices.

You agree Kit has no obligation to provide any technical support services under this Section 29.

30. CHANGES

Kit may change or update this Agreement at any time. If we make material changes to this Agreement, we will notify you by sending you an email, posting on the Services, sending you a push (or other) notification, or by any other means consistent with applicable law. All changes are effective immediately upon posting. The most recent version of this Agreement is indicated by the “Last Updated” date at the top of the Agreement. Please review this Agreement frequently to stay updated on changes that may affect you. Your continued use of the Services signifies your continuing consent to be bound by this Agreement.

31. ADDITIONAL TERMS AND CONDITIONS FOR ADDITIONAL SERVICES

Additional terms and conditions may apply to your use of or access to additional Services from time to time, all of which terms are made part of this Agreement by reference. You will agree to such other terms and conditions prior to using or accessing such additional Services. If there is a conflict between this Agreement and the terms posted for or applicable to such additional Services, the additional terms control with respect to your use of such additional Services.

32. CONTACT US

If you have questions or comments about this Agreement, or to report any violations or abuse of the Services, please contact us at legal@kit.com.