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Kisi Incorporated End User Agreement (EUA)

Published on December 17, 2025

This End User Agreement (“Agreement”) governs the use of Kisi’s enterprise Software-as-a-Service platform for physical security, and is entered into between Kisi Incorporated (“Kisi”) and the organization, entity or person identified in an applicable ordering document (“Customer”) and Customer’s authorized end users (“End Users”), in connection with Customer’s purchase or use of the Products under the governing Order Form and MSA. The terms “you,” “your,” and “yours” refer to you, the user of the Site. The terms “Kisi,” “we,” “us,” and “our” refer to Kisi.

By accepting this Agreement, whether by clicking a box indicating its acceptance, navigating through a login page where a link to this Agreement is provided, or providing another form of electronic acceptance, End User agrees to be bound by the terms of this Agreement.

This Agreement is effective as of the earlier of the date that End User accepts the terms of this Agreement as indicated above or first accesses or uses any of the Products (the “Effective Date”).

Kisi may modify this Agreement from time to time, including by updating terms, pricing, or features. Kisi will provide notice of any material changes at least thirty (30) days before the effective date of the modification ("Notice Period") by sending an email to the Customer's email address on file (and/or End User’s email address on file, if applicable) and by posting a prominent notice on the Kisi website. The changes will become effective upon the earlier of: (i) the end of the Notice Period, or (ii) End User's continued use of the Products after the Notice Period. "Continued use" in the preceding sentence means accessing or using any feature of the Products after the Notice Period. If End User continues to use the Products after the Notice Period, End User will be deemed to have accepted the modified Agreement.

Reference is hereby made to the Kisi Master Subscription Agreement (“MSA”) located at http://getkisi.com/legal/msa; the terms of this Agreement are incorporated into the MSA. If a conflict exists between this Agreement and the MSA, the terms of the EUA shall govern for the specific conflicted provisions only.

Kisi and End User hereby agree as follows.

1. Definitions

The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement.

  • “End User Data” means all data provided by End User to Kisi by means of the Products. End User Data does not include Usage Statistics (defined below.)
  • “Documentation” means the online documentation regarding the Hardware, available at https://docs.kisi.io/.
  • “DPA” means the Data Protection Agreement available at https://www.getkisi.com/legal/dpa or other negotiated data protection agreement, entered into between Kisi and Customer.
  • “End User” means an individual authorized by Customer to use the Products on Customer’s behalf.
  • “Firmware” means the software developed and maintained by Kisi that is stored on the Hardware and enables the basic functioning of the Hardware and its communication with the Hosted Software.
  • “Hardware” means the Kisi hardware products, including but not limited to, Kisi Reader Pro, Kisi Controller, Mobile and Keycards, and other units manufactured by Kisi.
  • “Hosted Software” means Kisi’s Software-as-a-Service solution, currently known as “Kisi Dashboard,” and related infrastructure made available to Customer to manage and configure the Hardware.
  • “License” means the end-user right to access and use the Software granted under this EUA, as enabled by the licenses purchased by Customer under the Order Form and MSA.
  • “Order Form” means the ordering document between Customer and Kisi (or an authorized Reseller acting on behalf of Kisi) that identifies Products, quantities, pricing and special commercial terms (including Minimum Commitment, Commitment Date, True-Up Payment, Discounted Rate, and Fallback Rate).
  • “Products” means, collectively, the Software, Hardware, Usage Statistics, Documentation, and all modifications, updates, and upgrades thereto and derivative works thereof.
  • “Purchase Order” means each order document submitted to Kisi by a Reseller on behalf of Customer, and accepted by Kisi, indicating Reseller’s firm commitment to purchase the Products for the prices listed thereon.
  • “Reseller” means a third-party authorized by Kisi to resell the Products, to whom Customer has delivered a Purchase Order for such Products.
  • “Software” means Firmware and Hosted Software.
  • “Software License Plan” means the type of license plan selected with according features: https://www.getkisi.com/pricing.
  • “Subscription” means the recurring license fees paid for using the Software.
  • “Subscription Term” has the meaning given in the MSA and applies to the duration of Customer’s subscriptions; any end-user access under this EUA is coterminous with the applicable Subscription Term.
  • “Support” means the technical support services and resources available at https://help.kisi.io/hc/en-us.
  • “Usage Statistics” means routine information regarding from Customer’s use of the Products, including information automatically collected through the Software, such as a User’s IP address, browser type, and how the User interacts with the Software, as well as Hardware-related performance statistics and related data. For clarity, Usage Statistics does not constitute Customer Data.

2. License and Restrictions

2.1. License to End User. Subject to the terms of this Agreement, Kisi grants End User, on behalf of Customer, a limited, nonexclusive, non-transferable (except as permitted under the MSA) worldwide right during the applicable Subscription Term to use: (i) the Software; and (ii) the Firmware, solely as within the Kisi Products and subject to the terms of this Agreement (“License”). Customer’s right to enable End Users’ access is limited by the quantities and scope described in the applicable Order Form/MSA. Counts, co-terming, and other quantity/term mechanics are governed by the Order Form/MSA.

2.2. License to Kisi. During the Subscription Term, End User will transfer End User Data to Kisi while using the Products. End User grants Kisi a non-exclusive right and license to use, reproduce, modify, store, and process End User Data including to develop and maintain the Products and provide them to End User, on behalf of Customer. End User represents and warrants that it possesses the necessary rights and authority to grant Kisi the rights set forth in this Section 2.2 with respect to End User Data.

2.3. Restrictions. End User will not (or allow a third party to): (i) use the Products in order to monitor their availability, security, performance, or functionality, or for any other benchmarking or competitive purposes (other than for routine product comparison purposes) without Kisi’s express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Products or any of their components; (iv) use the Products as part of any life-saving or emergency systems or any such related environment; or (v) use the Products to conduct any fraudulent, malicious, or illegal activities or otherwise in contravention of any applicable laws or regulations (each of (i) through (v), a “Prohibited Use”).

3. Costs and Fees; Subscription; Cancellation

3.1. Subscription.

3.1.1. Trial Period. Subscriptions are non-cancellable during the applicable Subscription Term, and no refunds or credits are issued for prepaid or unused licenses, except as expressly provided in the MSA/Order Form.

3.2. Term and Termination.

3.2.1. Term. The Term shall be as defined and described in the MSA.

3.2.2. Renewal. The renewal of the Term shall be as defined and described in the MSA.

3.2.3. Termination for Cause. Termination for Cause of this Agreement shall be as defined and described in the MSA.

3.2.4. Suspension. Suspension of access to the Software with respect to Customer or any User shall be as defined and described in the MSA.

3.2.5. Effect of Termination. Upon the expiration or termination of the Agreement: (a) Kisi will terminate your and/or applicable Users’ access to your Content and User Data ; and (b) your licenses hereunder will terminate, and you will immediately cease all use of the Software and Hardware. Any section of the Agreement that, by its terms or its nature, should survive the termination or expiration of the Agreement will so survive. Kisi will handle Customer Data in accordance with the DPA.

3.2.6. Credits and Refunds. Credits and refunds (if any) are governed exclusively by the Order Form/MSA; no refunds or credits are provided to End Users. There are no refunds or credits to End-Users.

4. Kisi Obligations

4.1. General. Kisi is responsible for providing the Products in conformance with this Agreement and applicable Documentation.

4.2. Availability. Kisi uses its commercially reasonable efforts to ensure that the Hosted Software is available.

4.3. Support. If End User experiences any errors, bugs, or other issues in its use of the Products, then Kisi will use best efforts to provide Support to either End User or Customer, as applicable, in order to resolve the issue or provide a suitable workaround.

5. End User Obligations

5.1. Compliance. End User will use the Products only in accordance with the Documentation and in compliance with all applicable laws, including procurement and maintenance of any applicable licenses and permits.

5.2. Prohibited Content. End User will not nor permit others to submit, upload, email, transmit or otherwise make available through the Products: (a) any content not owned by you or for which you do not have all necessary authorization to make available through the Products, including in accordance with all applicable intellectual property laws and data laws, regulations and privacy standards; (b) sensitive financial data (e.g., bank account numbers, credit card or debit card numbers, passwords, and other access codes for financial accounts); (c) personal health information subject to protection under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (d) content that violates applicable provisions of foreign, federal, state or local laws, rules, regulations or orders of all governmental bodies, courts, tribunals and arbitrators or creates a security risk to any person (e.g., by exposing sensitive personal information); (e) illegal content (including but not limited to obscenity, sexual content involving minors); or (f) content that a reasonable person would find abusive, harassing, threatening, defamatory, libelous, obscene, or otherwise objectionable. Kisi reserves the right to reject and/or remove any End User Content that Kisi believes, in its reasonable discretion, violates this Section 5.2.

6. Confidentiality

6.1. Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (“Disclosing Party”) to the other party (“Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Kisi’s Confidential Information includes the Products and any information conveyed to End User by Kisi, including without limitation, information shared by Kisi in connection with Support. End User’s Confidential Information includes End User Data. Confidential Information does not include information which is (i) already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

6.2. Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, Kisi may share End User’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”).

6.3. Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

7. Data Protection

7.1. Security; DPA. Kisi secures the Software and End User Data in accordance with the security practices available at getkisi.com/security. Kisi will process all End User Data in accordance with the DPA.

8. Ownership

8.1. Kisi Property. Kisi owns and retains all right, title, and interest in and to the Software, the Usage Statistics, and all intellectual property embodied in the Hardware and accessories. Except for the limited license granted to End User in Section 2.1, Kisi does not by means of this Agreement or otherwise transfer any rights in the Products to End User, and End User will take no action inconsistent with Kisi’s intellectual property rights in the Products.

8.2. End User Property. End User owns and retains all right, title, and interest in and to the End User Data and does not by means this Agreement or otherwise transfer any rights in the End User Data to Kisi, except for the limited license set forth in Section 2.2.

9. Limitations of Liability

9.1. Disclaimer. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT, KISI MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE PRODUCTS, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO END USER IN CONNECTION WITH THIS AGREEMENT, INCLUDING UPDATES OR SUPPORT. WITHOUT LIMITING THE FOREGOING, KISI HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. KISI DOES NOT WARRANT THAT THE PRODUCTS WILL MEET END USER’S NEEDS OR EXPECTATIONS, THAT USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

10. Miscellaneous

10.1. Relationship of Parties. End User and Kisi are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Kisi.

10.2. Choice of Law. This Agreement is governed by the laws of New York without reference to conflicts of law rules.

10.3. Notices. Any notice provided by one party to the other under this Agreement will be in writing and sent either (i) by overnight courier or certified mail (receipt requested), in the case of End User to End User’s address on record in Kisi’s account information and in the case of Kisi Incorporated, to 45 Main Street, Brooklyn, NY 11201, or (ii) by electronic mail to End User’s email address on record in Kisi’s account information or to Kisi at legal@getkisi.com.

10.4. Assignment. Neither party may assign this Agreement without the prior, written consent of the other party, except that Kisi may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets.

10.5. Force Majeure. A party will not be liable for any failure to perform caused by circumstances beyond its reasonable control which would otherwise make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, epidemic, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation (each, a “Force Majeure Event”). If a Force Majeure Event lasts longer than twenty (20) business days, the parties will meet to determine if performance under the Agreement can resume as agreed. If the parties cannot agree, then Kisi may terminate this Agreement.

10.6. Dispute Resolution. If any disputes arise, the parties will follow the dispute resolution procedures as defined and described in the MSA.

10.7. Miscellaneous. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. If any provision of this Agreement is found unenforceable, the Agreement will be construed as if such provision had not been included.

10.8. Order of Precedence; Commercial Terms Control. This EUA governs End-User conduct, acceptable use, and end-user-facing app/firmware terms; it does not modify commercial terms contained in the Order Form/MSA.