Platform Terms of Acceptable Use

Last updated: March 3, 2024

These Platform Terms of Acceptable Use, for the Kroll Technology Platform (the “Platform”) which include any policies, notices, addenda, appendices or other materials referred to or linked to or incorporated herein (the “Terms”), create an agreement between the company, organization, legal entity or legal person accessing the Platform or on whose behalf the Platform is accessed (“Customer”, “You” or “Your” and terms of similar meaning) and Kroll Associates, Inc. and its applicable affiliates (“Kroll”, “We”, “Our” or “Us” and terms of similar meaning) regarding Customer access to and use of the Platform and receipt of or access to any materials, information, training, professional and/or other Platform Services via the Platform (collectively, “ Platform Services”). All users must agree to these Terms before using the Platform and the Platform Services.

For avoidance of doubt, Platform Services do not include or refer to underlying Platform Services performed by Kroll and/or its affiliates pursuant to separate terms and conditions, although the reports, information, or deliverables from such Platform Services may be made available to You via the Platform. All such underlying Platform Services are and remain subject to the terms and conditions under which they were provided by Kroll, regardless of whether You can review or receive results via the Platform. These Terms govern Your use of, access to, and receipt of content and materials on, the Platform, and in connection with any Platform Services.

If You are an individual agreeing to these Terms, You agree that these Terms apply to You as a User; additionally, if You are agreeing to these Terms on behalf of a company, organization, other legal entity or legal person, You represent that You have the authority to bind that entity and its affiliates, and its and their respective employees, agents, delegates, representatives and any other individuals that have been authorized by You to access and use the Platform and receive the Platform Services (“Users”), to these Terms. If You do not agree with the Terms or if You do not have such authority, You must not accept these Terms and will not be permitted to access, receive, and use the Platform and Platform Services.

Term and Termination

These Terms apply to, and for the duration of, any use by You of the Platform and/or the Platform Services. If these Terms are updated or modified by Kroll in its sole discretion from time to time, you may be requested to accept the updated Terms. You are prohibited from accessing or using the Platform and/or the Platform Services unless you accept and comply with the Terms.
In the event of a breach of these Terms by either party that remains uncured for 20 business days, the non-breaching party may immediately terminate these Terms. Upon termination, Your access to the Platform and the Platform Services is also terminated.
To the extent that any Fees are collected by Kroll from You in connection with the Platform or the Platform Services, upon termination of these Terms for any reason whatsoever, You will pay all such Fees due and owing to Kroll, and Kroll will have no obligation to refund any Fees that You may have already paid in connection with the Platform or the Platform Services.
Upon Your written request, made within thirty (30) days after the termination of these Terms, so long as You have paid Us all outstanding Fees, We will: (i) deliver to You, as applicable, any Customer Data on the Platform in Kroll’s possession or control; or (ii) make available to You for download a file of Customer Data on the Platform in a generally available format, as reasonably determined by Kroll. After such 30-day period, Kroll will have no obligation to maintain or provide any Customer Data on or in connection with the Platform, and Kroll may, unless legally prohibited, delete or destroy all Customer Data on the Platform, in Kroll systems or otherwise in Kroll’s possession or control. Upon Your written request, Kroll will certify the delivery of and/or deletion or destruction of Customer Data following termination (except to the extent such retention is required as a matter of law or legal process).

Use of the Platform
1. Kroll grants You a limited, non-exclusive, non-transferable and non-assignable, right to access and use (and permit Users to access and use) the Platform and Platform Services for Your internal business use as permitted by these Terms.
2. Unless otherwise provided in these Terms, You agree that you will not: (i) resell, distribute, or use the Platform on a timeshare, outsourced, or service bureau basis; (ii) provide access to the Platform to a third party (other than to Users of Your company, organization, or legal entity in accordance with the Terms); (iii) modify, reproduce, duplicate, deconstruct or reverse engineer the Platform or create derivative works of the Platform; (iv) use the Platform to send: (1) unsolicited messages (e.g. “spam”); (2) infringing, obscene, threatening, libelous, discriminatory, or otherwise unlawful or tortious materials; (3) material containing malicious code; or (4) interfere with or disrupt the integrity or performance of the Platform or the data contained therein.
3. Any rights not explicitly granted in these Terms are strictly reserved by Kroll and You will not use the Platform except in the manner as expressly granted herein. From time to time, Kroll reserves the right to review Your usage of the Platform to determine Your compliance with these Terms.
4. For mobile use of the Platform, You may need to download and install additional Platform applications from Kroll or a third party mobile “app” store or marketplace in which case these Terms also apply to such additional Platform and mobile “apps” (in addition to any other terms of such “app” store or marketplace). In the event of a conflict between or among the provisions of these Terms and the specific provisions of such additional Platform or mobile “apps”, the provisions of these Terms will take precedence.
5. Your use of the Platform Services may be subject to limits and restrictions as more specifically set out in a separate agreement for those services.
6. As agreed upon by You and Kroll, You may use content from third parties in the Platform (“3^rdParty Content”). You acknowledge and agree that any 3^rd Party Content that Kroll may make available for Your use does not constitute legal or other professional advice and that You should seek such advice from legal or other relevant professionals to ensure Your compliance. Any opinions expressed through the 3^rd Party Content are the opinions of the particular author and do not reflect Kroll opinions.
Our responsibilities
1. Kroll will, in compliance with applicable laws (including privacy and/or data protection laws):
  1. use commercially reasonable efforts to provide You (and Your Users) with access to and use of the Platform in accordance with any applicable service level availability as provided by Kroll;
  2. perform the Platform Services in a professional and workmanlike manner;
  3. maintain an information security program designed to provide confidentiality, integrity, and availability of the Customer Data that You upload into the Platform and use commercially reasonable efforts to protect such Customer Data from unauthorized use, access, modification, disclosure, or destruction; and
  4. provide to You, at Your written request (but no more than annually), written summary reports regarding Kroll’s applicable data security compliance programs (e.g. SOC II).
2. Kroll is not responsible for any compromise, loss, delay, alteration, or interception of Customer Data during the transmission of any data across the Internet or mobile telecommunications networks.
3. Access to the Platform and Platform Services may be restricted in jurisdictions that are subject to applicable export control and/or economic sanction laws and regulations ("Restricted Jurisdiction(s)"). These restrictions apply even when a User does not normally reside in a Restricted Jurisdiction and is only temporarily within such Restricted Jurisdiction for travel.
Your responsibilities
1. In exchange for Kroll providing You with access to and use of the Platform and the Platform Services, You will, in compliance with all applicable laws (including privacy and/or data protection laws):
  1. be responsible for Users’ compliance with these Terms;
  2. if applicable, maintain commercially reasonable and appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Customer Data;
  3. comply with applicable privacy and/or data protection laws and the respective policies of your organization in relation to the collection, use and disclosure of any personally identifiable information or personal data (“PII”) that may be included in the data You upload into the Platform, including Customer Data;
  4. be responsible for the accuracy, quality, integrity, and legality of any content (including content obtained from or owned by third parties) and Customer Data You include with or use in connection with the Platform and Platform Services;
  5. protect and securely manage account/user names, password(s), other login information and customer keys (if any) to prevent the unauthorized access to the Platform and You will promptly notify Us in the event of an unauthorized access to the Platform;
  6. if applicable, install all updates to the Platform in a timely fashion, as provided by Kroll;
  7. be responsible for procuring and maintaining the Internet and mobile telecommunications network connections that connect Your Users and network to the Platform; and
  8. be responsible for procuring and maintaining the appropriate licences and/or rights for any 3^rdParty Content that is not provided by Kroll and/or that You include with or use in connection with any Customer Data that You upload into the Platform.
Changes
1. Kroll may update these Terms from time to time. If You do not agree with the changes, You can cancel the Platform Services, stop using the Platform without further obligation, except for the payment of any amount due for any outstanding Platform Services (if applicable), and terminate these Terms. Any changes or modifications to these Terms will be effective immediately upon posting of the revised Terms, and Your continued use of the Platform Services and Platform after such time will constitute Your acceptance of such changes or modifications. Any such modifications will not materially increase Your risk or financial obligations. You should from time to time review the Terms to understand the terms and conditions that apply to Your use of the Platform Services and Platform. The Terms will always show the ‘Last Updated’ date at the top. If You have any questions about the Terms, please email Kroll at [email protected]
2. Kroll may, in Kroll’s discretion, enhance or modify the Platform from time to time and Kroll will provide You with reasonable notice of any material modifications to the Platform: (i) at the email address You provided to receive your log-in credentials; or (ii) by posting a notice in the Platform. Notwithstanding the foregoing, Kroll may at any time modify or discontinue features of the Platform to comply with applicable laws and regulations and accordingly, Kroll will not be liable to You or to any third party for any modification or discontinuation of all or any part of the Platform or Platform Services to comply with applicable laws and regulations.
3. Kroll may use a third party vendor to host the Platform, provide context aware guidance in the Platform, provide additional Platform Services, or provide feedback to Kroll in relation to Your use of the Platform. We may change certain elements of the hosting Platform Services or such third party vendors from time to time. In all cases, Kroll will always be responsible for the performance of such third party vendors, in accordance with these Terms and in each case, any such changes will not materially change, alter, or modify Your access to and use of the Platform.
Customer Data
1. Kroll makes no claim to Your trade names, logos and other trademarks or service marks (“Marks”) and Customer Data and Kroll will not sell Your Customer Data to third parties.
2. You are solely responsible for Your Customer Data. Kroll is not liable to You, Your Users or Your customers for any loss or damages arising from any Customer Data. “Customer Data” means all visual, written, or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged, or transmitted on or through Your use of the Platform.
3. You grant Kroll a world-wide, royalty-free, sub-licensable licence to use, modify, reproduce, and distribute the Customer Data, only as reasonably required to provide access to and use of the Platform (e.g., We may encrypt Your Customer Data which may involve use, reproduction, and modification of Your Customer Data). You warrant that You have sufficient, lawful non-infringing rights to the Customer Data and to grant the limited license contained in this Section.
Warranty and Warranty Disclaimer
1. Kroll does not warrant that the Platform, the Platform Services, or any content, including 3^rd Party Content, provided will be error free, accurate, complete, up-to-date or satisfy all Your requirements. Kroll will use commercially reasonable efforts to correct any error in the Platform, or the Platform Services, in a timely fashion, that may be discovered by You or Kroll. All 3^rd Party Content is provided on an as-is basis. You acknowledge and agree that Kroll, and 3^rd Party Content providers, have no liability for Your acts or omissions attributable to or in reliance on any 3^rd Party Content.
2. You acknowledge and agree that notwithstanding Kroll’s methods and procedures to secure the Platform, such methods and procedures may not prevent unauthorized electronic intruders from accessing the Platform through the Internet or through other form of electronic communication. If such unauthorized electronic intruders are able to bypass Kroll’s security protocols, firewall and safeguards, such unauthorized electronic intruder may change, delete, access, or otherwise corrupt Your Customer Data. Except for the maintenance of appropriate safeguards in compliance with Kroll’s organizational information security program, Kroll will not be liable to You, and hereby disclaims responsibility, with respect to any action, destructive or otherwise, by any unauthorized electronic intruder.
3. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, TO THE EXTENT ALLOWED BY APPLICABLE LAW, KROLL (i) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND (ii) MAKE NO WARRANTY OR REPRESENTATION REGARDING THE PLATFORM SERVICES, ANY INFORMATION, MATERIALS, GOODS OR PLATFORM SERVICES OBTAINED THROUGH THE PLATFORM SERVICES OR THE PLATFORM, OR THAT THE PLATFORM SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.
Limitation of Liability
1. Neither Party will be liable to the other in connection with any single event or series of related events for any punitive, exemplary, special, incidental, indirect or consequential loss or damage including, but not limited to, loss of profits, loss of revenue, failure to realize expected savings, loss of data or other commercial or economic loss of any kind even if either party has been advised of the possibility of these losses or damages, and regardless of the form of action, whether in contract or in tort, or based upon any other legal or equitable theory.
2. OUR MAXIMUM AGGREGATE LIABILITY TO YOU RELATED TO OR IN CONNECTION WITH THESE TERMS WILL BE LIMITED AS FOLLOWS FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THE PLATFORMORPLATFORM SERVICES: $100,000.
Ownership and Proprietary Rights
1. Kroll and Kroll’s licensors own all intellectual property rights to the Platform, Platform Services, and associated documentation. This ownership extends to all copies and portions of these items, and all improvements, enhancements, modifications and derivative works to these items and any work product arising out of the Platform Services. Kroll’s ownership does not extend to Your Customer Data or Your Confidential Information. Your rights to use the Platform are limited to those rights expressly granted by these Terms. You receive no other rights to the Platform, any associated documentation, or Platform Services or any related intellectual property rights in the Platform.
2. You grant to Kroll a worldwide, royalty-free, non-exclusive, perpetual, irrevocable license to: (i) use or transfer any feedback You give Kroll in relation to the Platform for any purpose; and (ii) use, copy, store and display Customer Data on an aggregated and anonymous basis only for the purposes of improving or developing enhancements to the Platform and to offer new products and Platform Services that may relate to Your Customer Data.
3. We may use Your Marks to personalize the Platform for Your use. Nothing in these Terms transfers to Kroll any rights or ownership in or to Your Marks.
4. You acknowledge that Kroll may access, and You instruct Us to process, Your Customer Data for the purpose of Kroll developing data insight features and artificial intelligence in connection with the Platform and the Platform Services, that in combination with different techniques, are used to obtain certain outputs (each, a "Model" and collectively, "Models") for the Platform. You acknowledge and agree that Models require Your Customer Data to train algorithms and that such Models may be modified and improved with the use of Your Customer Data. Upon Your written request, Kroll will discontinue use of Your Customer Data for the purpose of developing the Models. We retain all ownership in and to all system performance data, Models, and aggregated results of such Models.
Miscellaneous
1. These Terms will supersede and control over any conflicting or additional terms and conditions of any purchase order, acknowledgement, confirmation, request for proposal or other document issued by You. These Terms, together with any other documents referenced herein), constitute the entire Acceptable Use Agreement between You and Kroll pertaining to the subject matter hereof and supersedes all prior discussions and understandings, written or oral, between You and Kroll regarding the use of the Platform. Except as expressly provided in this Agreement, there are no representations, warranties, conditions, other agreements, or acknowledgements, whether direct or collateral, express or implied, that form part of these Terms.
2. Your or Kroll’s failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right. Waiver by either You or Kroll of a breach of any provision of these Terms or the failure by either You or Kroll to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
3. If a portion of these Terms are held to be unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect.
4. The laws of the Province of Ontario (without regard to its conflict of laws provisions) and all laws of Canada applicable in the Province of Ontario will govern these Terms and all matters arising out of or relating to these Terms. Any legal action or proceeding relating to these Terms will be instituted in the courts of the Province of Ontario. However; if You are located in: (i) the United States of America, the laws of the State of New York (without regard to its conflict of laws provisions) and any laws of the United States of America applicable in the State of New York will govern these Terms and all matters arising out of or relating to these Terms and any legal action or proceeding relating to these Terms will be instituted in the courts of the State of New York (New York County); or (ii) the United Kingdom, Europe, Asia, the Middle East or Oceania, the laws of England (without regard to its conflict of laws provisions) will govern these Terms and all matters arising out of or relating to these Terms and any legal action or proceeding relating to these Terms will be instituted in the courts of London, England.
5. You and Kroll are independent entities. Nothing in these Terms will be construed as creating a partnership, joint venture or agency relationship between You and Kroll.
6. Except for the obligation to pay money (as applicable), neither party will be liable for any failure or delay in its performance under these Terms to the extent that it is due to any cause beyond its reasonable control, including, without limitation, an act of war, terrorist act, act of God, earthquake, fire, flood, pandemic, embargo, riot, sabotage, labor shortage or dispute, or governmental act, computer attack or malicious act, such as an attack on or through the Internet, or an attack against any Internet service provider, telecommunications facility or hosting facility.