Terms of Service

These Terms of Service ("Terms") form a binding agreement between Kindred AI Inc. ("Kindred," "we," "us," or "our") and the organization subscribing to Kindred Workplace ("Subscriber" or "Client Organization," "you").

"End User" means an employee or team member invited by a Subscriber to use the Services under the Subscriber's subscription. "Administrator" means an individual authorized by the Subscriber to administer its account. By creating an account or using the Services, you agree to be legally bound by these Terms. Subscribers are responsible for ensuring that their Administrators and End Users comply with these Terms.

Kindred may update these Terms from time to time. If we make material changes, we will provide notice through the Services or by email, and continued use constitutes acceptance of the updated Terms.

1. What Kindred Workplace Provides

Kindred Workplace is an emotional intelligence ("EQ") development platform for organizations. It provides EQ assessments, personalized development insights, an AI coach ("Paige"), team-level analytics, and related functionality through a web-based platform and related electronic communications (the "Services").

Kindred Workplace is a technology platform that supports development. It is not a healthcare, clinical, therapy, or medical service; it does not provide professional advice; and it is not a tool for making employment decisions. AI-generated outputs are assistive and developmental, and human judgment remains responsible for any decision.

2. Relationship of the Parties

As between the parties, the Subscriber is the data controller for its End Users' personal data and Kindred is the data processor. Kindred processes End User data to provide the Services in accordance with these Terms, the Privacy Policy, and any applicable Data Processing Agreement ("DPA"). Kindred accesses End User data only as necessary to provide the Services, to provide support at the Subscriber's request, to maintain system security and reliability, or to comply with legal obligations.

3. Order of Precedence

4. Eligibility and Accounts

To subscribe, you must create an account and complete the setup process. We treat the person who signs up on behalf of a Subscriber as the "Account Owner," authorized to administer the account, including inviting and managing Administrator and End User accounts and granting or revoking access. You are responsible for the accuracy of your account information, for safeguarding credentials, and for all activity under your account and under any Administrator or End User accounts within your subscription. Accounts are personal to the account holder and credentials must not be shared.

5. License Grant

Subject to your compliance with these Terms and our policies, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services as contemplated under these Terms. We reserve all rights not expressly granted.

6. End User Confidentiality and Employer Access

Kindred Workplace is built on a clear data-confidentiality model, which the Subscriber acknowledges and agrees to support:

• Coaching conversations are private. An End User's coaching conversations with Paige are private and are not accessible to the Subscriber.
• Individual results are confidential from the employer. Individual EQ assessment results and profiles are not made available to the Subscriber in identifiable form. The Subscriber may access aggregate and anonymized insights at the group level, subject to a minimum group threshold.
• Sharing is employee-initiated only. An End User may choose to share their own individual results with the Subscriber. Any such sharing is initiated solely by the End User, is opt-in and specific, and is revocable. The Subscriber may not request, compel, or configure access to individual results.
• EQ data is not for employment decisions. The Subscriber agrees not to use, and not to attempt to derive, EQ data or platform outputs for performance management, ratings, rankings, compensation, discipline, surveillance, or automated employment decision-making.

These provisions reflect, and are further described in, the Privacy Policy and Kindred's safety framework.

7. Participation Is Voluntary

Participation in EQ assessments and related activities is voluntary for End Users, and that choice carries no employment penalty. A Subscriber may deploy Kindred Workplace as part of a development program, but the choice to complete assessments, reflections, or coaching remains with the individual. The Subscriber is responsible for communicating this to its employees and for obtaining and managing any consent required as a legal basis under applicable law.

8. Paige and AI Features

Paige is an AI assistant operating within the Services. The Subscriber acknowledges that:

• Paige discloses its AI nature and is not a therapist, clinician, crisis counsellor, or medical professional;
• Where a conversation moves beyond coaching or into crisis territory, Paige steps back and directs the End User to appropriate human and crisis resources, and does not disclose conversation content to the Subscriber or any third party without the End User's prior informed consent;
• AI-generated outputs are assistive and developmental, may contain errors, and do not constitute employment decisions or professional advice; and
• Paige maintains absolute child-safety limits, and the Services are intended for adults (18+).

9. Voice-Based and Biometric Features; Jurisdictional Availability

Where the Services offer voice-based features, their availability and configuration vary by jurisdiction. Transcription, summary, and meeting- or decision-capture features process the content of what is said and are made available subject to notice and any required consent.

10. Subscriber Responsibilities

You are responsible for: informing your employees that Kindred Workplace is used and the purposes for which it is used; establishing a lawful basis and obtaining any required consents; configuring access and Administrator permissions appropriately; complying with applicable employment, privacy, and AI laws in your jurisdictions; and ensuring your use of platform outputs is lawful and consistent with Section 6. Kindred does not obtain consent on your behalf and does not provide legal advice.

11. Acceptable Use

In connection with the Services, you agree that you will not, and will not permit any Administrator, End User, or third party to:

• Use the Services for unlawful purposes or in violation of any law or regulation;
• Use platform outputs for performance management, discipline, surveillance, or automated employment decisions (see Section 6);
• Enable or use biometric emotion-inference features where prohibited (see Section 9);
• Upload data you are not authorized to share;
• Attempt to reverse engineer, interfere with, or compromise the security of the platform; or
• Use Kindred's data or outputs to train or develop competing systems.

12. Intellectual Property

Kindred owns all right, title, and interest in and to Kindred Workplace and all intellectual property rights therein (the "Kindred IP"). Except as necessary for your permitted use of the Services, you may not use the Kindred IP. For clarity, Kindred IP does not include Subscriber or End User data. No right, title, or interest in the Services or Kindred IP is transferred to you except as expressly granted.

13. Team EI Module

Where the Subscriber licenses or enables the Team EI module, the supplemental terms in Schedule A apply to that module. Schedule A applies only to the Team EI module; where Team EI is not licensed or enabled, Schedule A has no effect and the remainder of these Terms applies on its own.

14. Subprocessors and Integrations

Kindred may use trusted Subprocessors to host, process, or support the Services. Subprocessors process data solely to provide services on Kindred's behalf and are contractually required to maintain appropriate confidentiality and security safeguards, and may not use the data for their own purposes, including advertising, marketing, or model training. Optional third-party integrations that you choose to enable (such as Google Calendar) are distinct from Subprocessors, are governed by the third party's own terms and privacy policy, and are not subject to Kindred's data protection obligations. You are responsible for reviewing and accepting the terms of any third-party integration you enable.

15. Fees and Billing

Fees, billing cycles, and renewal terms are as set out in the applicable order form or Enterprise Agreement, or as presented at the time of purchase. Unless otherwise agreed, subscriptions renew automatically for successive billing periods unless cancelled before the renewal date, and fees paid are non-refundable except as required by law. We will provide advance notice of fee changes before renewal. You are responsible for applicable taxes, excluding taxes on Kindred's income. If payment is overdue, we may suspend or limit access until payment is received.

16. Service Availability and Warranties

We strive to maintain reliable service but do not guarantee uninterrupted availability; maintenance, updates, or external dependencies may cause interruptions. Except as expressly stated in an Enterprise Agreement, the Services are provided "as is" and "as available," and we disclaim all implied warranties to the fullest extent permitted by law. We do not warrant that the Services will be error-free or that AI outputs will be accurate.

17. Limitation of Liability

To the maximum extent permitted by law, and except as otherwise set out in an Enterprise Agreement, Kindred's total liability arising out of or relating to the Services will not exceed the fees paid by you in the twelve (12) months preceding the claim. Neither party is liable for indirect, incidental, special, punitive, or consequential damages. Where an Enterprise Agreement (such as a master services agreement or DPA) specifies different liability terms, those terms govern with respect to their subject matter.

18. Indemnification

You agree to defend, indemnify, and hold harmless Kindred from claims arising from your use of the Services, your violation of these Terms, your failure to obtain required consents, your unlawful deployment of any feature, and your violations of law. Kindred will indemnify you for third-party claims alleging that the Services, as provided by Kindred, infringe intellectual property rights.

19. Term and Termination

Either party may terminate the Services as provided in these Terms or the applicable Enterprise Agreement. We may suspend or terminate access without prior notice if you breach these Terms. Upon termination, the Account Owner may export Subscriber data, and Kindred will delete or return data in accordance with its data retention practices, the Privacy Policy, applicable law, and any DPA.

20. Governing Law

These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflict-of-law provisions, and you submit to the exclusive jurisdiction of the courts of Nova Scotia. Where an Enterprise Agreement or DPA specifies a different governing law or forum for its subject matter — including any data-protection obligations governed by the law of an EU Member State as required by applicable standard contractual clauses — that choice governs for that subject matter.

21. Miscellaneous

Assignment. You may not assign these Terms without our prior written consent. Kindred may assign in connection with a merger, acquisition, or sale of assets.

Notices. Notices may be provided electronically, including through the Services or by email.

Force Majeure. Kindred is not liable for delays or failures resulting from causes beyond our reasonable control.

Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

Waiver. Failure to enforce any provision is not a waiver of it.

Entire Agreement. These Terms, the Privacy Policy, any applicable Enterprise Agreement and DPA, and any incorporated schedules constitute the entire agreement between the parties.

Electronic Acceptance. Acceptance by electronic means, including using the Services, constitutes a legally binding agreement.

Survival. Provisions relating to data protection, intellectual property, liability limitations, indemnification, and any others that by their nature should survive will survive termination.

Schedule A — Team EI Supplemental Terms

Applicability. This Schedule applies only where the Subscriber licenses or enables the Team EI module. It supplements, and does not replace, the Terms. If the Team EI module is not licensed or enabled, this Schedule has no force or effect, and it may be removed without affecting the remainder of the Terms.

Licensed content. The Team EI module incorporates intellectual property licensed by Kindred from a third party. Use of the Team EI module is limited to the scope of that license and these Terms. The Subscriber obtains no right, title, or interest in the licensed content except the limited right to use it as part of the Services.

Attribution. Where required by the applicable license, the Team EI module and related outputs will carry attribution to the licensor. The Subscriber agrees not to remove, obscure, or alter such attribution.

Data handling. Data processed through the Team EI module is handled in accordance with the Privacy Policy and any applicable DPA, on the same confidentiality basis as the rest of Kindred Workplace, including the End User confidentiality model in Section 6 of the Terms.

Wind-down. On termination or expiry of the Team EI license, or of the Subscriber's election to use the module, Team EI features and associated configurations will cease to be available. The remainder of the Services is unaffected, and these Terms continue in effect with respect to the rest of Kindred Workplace.