Kisi OnCall Terms and Conditions

Version 1.0 | Last Updated October 30, 2026

These Kisi OnCall Terms and Conditions (the “Terms”) are entered into between the customer identified in the applicable Order Form (“Customer,” “you” or “your”) and Kisi Incorporated, a Delaware corporation (“Kisi,” “we,” “us” or “our”), and govern Customer’s purchase and use of Kisi OnCall.

1. Scope and Applicability

1.1. Application. These Terms apply whenever you order or use OnCall from Kisi, including during any Beta Period under Section 12.

1.2. Related Agreements. These Terms supplement your other agreements with Kisi for the Kisi platform whenever you order or use OnCall. Those agreements are the Kisi Master Subscription Agreement (the “MSA”), including the agreements and policies referenced therein, including, without limitation, the Kisi End User Agreement (the “EUA”), the Kisi Data Processing Agreement (the “DPA”), the Kisi Hardware Return and Warranty Policy (the “Hardware Policy”), together with Kisi’s Privacy Policy (collectively, the “Kisi Agreements”).

1.3. Order of Precedence. The order of precedence among the Kisi Agreements is set out in Section 12.3 of the MSA, under which these Terms, as product-specific terms, control with respect to OnCall only. An Order Form will control over these Terms only with respect to prices, quantities and payment terms. The Playbook will control over these Terms only with respect to the operational matters described in Sections 5.2 and 5.3. No Playbook will expand the Permitted Actions, Kisi’s obligations or Kisi’s liability under these Terms. Nothing in these Terms reduces Kisi’s obligations under the DPA. Capitalized terms not defined in these Terms have the meanings given to them in the MSA or, for data protection terms, the DPA.

1.4. Business Use Only. OnCall is provided for business use only and not for personal, family or household use. The individual accepting these Terms on behalf of Customer represents that he or she has the authority to bind Customer.

1.5. Multiple Locations; Franchise Systems. If you order OnCall for more than one Location, these Terms apply separately to each Location, and you will approve, in writing in accordance with Section 5.1, a Playbook for each Location or a single Playbook expressly designated for multiple Locations. If you order OnCall on behalf of, or require the use of OnCall by, any affiliate, franchisee or licensee that operates a Location (each, a “Location Operator”), you represent that you have the authority to bind each Location Operator to these Terms, and you remain responsible for each Location Operator’s compliance with these Terms.

2. Definitions

2.1. “Agent” means an individual support agent engaged by Kisi, whether as an employee or through a Subcontractor, to provide OnCall.

2.2. “Caller” means any individual who contacts the OnCall Line, whether or not that individual is a Member.

2.3. “Customer Systems” means your membership management, customer relationship management or other systems of record that you make available to Kisi for OnCall, whether through an integration with the Kisi platform or otherwise.

2.4. “Designated Door” means each door or entry point at a Location that is identified in the Order Form or the Playbook as supported by OnCall.

2.5. “Emergency” means any situation that a Caller reports, or that an Agent reasonably perceives, as involving a risk to the health or safety of any person or a risk of serious damage to property, including medical incidents, injuries, fires, intrusions and threats of violence.

2.6. “Escalation Contact” means each individual you designate in the Playbook to receive escalations and Emergency notifications from Kisi.

2.7. “Location” means each of your premises identified in the Order Form at which OnCall is provided.

2.8. “Member” means any individual whom you have authorized to access a Location, including your members, employees and guests, as reflected in the Member Records.

2.9. “Member Records” means the information about Members maintained in Customer Systems or in the Kisi platform, including names, contact details, membership identifiers and status, and answers to challenge questions.

2.10. “OnCall” means the Kisi OnCall remote access support service described in these Terms, including the OnCall Line, the Permitted Actions and the OnCall Reports.

2.11. “OnCall Line” means the telephone number, live chat or other voice or text channel that Kisi designates for Callers to contact OnCall. Each call, chat session or other contact with the OnCall Line is an “OnCall Communication.”

2.12. “OnCall Reports” means the logs and reports described in Section 6.6.

2.13. “Order Form” has the meaning given to it in the MSA and includes any quote or online order for OnCall accepted by Kisi.

2.14. “Permitted Actions” means the actions described in Section 6.1, as enabled by you in the Playbook.

2.15. “Playbook” means the written verification and escalation protocol for one or more Locations that you approve under Section 5, as updated from time to time in accordance with Section 5.6.

2.16. “Subcontractor” means any third party that Kisi engages to perform any part of OnCall, including telephony, chat and contact-center providers.

2.17. “Verification Method” means a method described in Section 5.2 for checking that information a Caller provides matches the Member Record of the Member the Caller claims to be.

3. Acceptance; Authorization

3.1. Acceptance. You accept these Terms upon the earliest of: (i) your execution of an Order Form that includes OnCall or references these Terms; (ii) your selection of “I agree” or a similar checkbox when ordering online; (iii) your approval of a Playbook; or (iv) your use of OnCall after Kisi has made these Terms available to you.

3.2. Authorization. By accepting these Terms, you authorize Kisi and its Agents, solely for the purpose of providing OnCall, to: (i) access your Kisi account and the Kisi platform for each Location; (ii) access and read Member Records in Customer Systems, through an integration or as you otherwise make them available; (iii) take the Permitted Actions on your behalf; and (iv) communicate with Callers and Escalation Contacts. This authorization applies in addition to the last sentence of Section 4.2.1 (Software License Fees) of the MSA, which permits Kisi’s Support team to access your account to resolve a Support case. Kisi will limit its access to what is reasonably necessary to provide OnCall.

3.3. Acting on Your Behalf. In providing OnCall, Kisi acts solely as your service provider and on your instructions as set out in these Terms and the Playbook. Each Permitted Action that an Agent takes in accordance with the Playbook is taken on your behalf and at your direction. Decisions as to who may access a Location, and on what terms, are and remain yours. Nothing in this Section 3.3 makes Kisi your agent.

3.4. Refusal. If you do not agree to these Terms, you must not order or use OnCall.

4. Nature of OnCall: A Support Service

4.1. Support Service. OnCall is a remote, human-staffed customer support service. Agents help Callers resolve problems accessing a Location by checking, through the Verification Methods in the Playbook, that a Caller can provide information matching the Member Records of the Member the Caller claims to be, and then taking the Permitted Actions that the Playbook allows. OnCall extends the support Kisi provides for the Kisi platform. It is not a substitute for your own staffing, supervision or security arrangements.

4.2. Not a Security Service. OnCall is not, and Kisi does not provide as part of OnCall: (i) security guarding, door supervision or patrol services; (ii) monitoring of premises, alarms, video or closed-circuit television; (iii) keyholding or alarm-response services; (iv) identification of any person by physical appearance or by inspection of identity documents; (v) emergency, medical or first-response services; or (vi) any service that requires a security, alarm, locksmith or similar license in any jurisdiction. Agents rely solely on applying the Playbook and do not make independent judgments about whether any person should be permitted to enter a Location.

4.3. No Video. OnCall is provided by voice and text only. Agents will not access, view or use any live or recorded video, image or closed-circuit television feed in connection with OnCall, including from any Kisi camera or intercom device, and you will not ask them to do so. Kisi intercom devices are not part of the OnCall Line unless Kisi agrees otherwise in writing, in which case Kisi will configure the connection to operate as audio only. This Section 4.3 does not limit your own use of Kisi camera, intercom or other video products, which remain subject to the Kisi Agreements. Any automated video analytics you use with those products, such as tailgating detection, are part of your own use of those products and not part of OnCall, and their alerts are delivered to you, not to Agents.

4.4. Not an Emergency Service. OnCall is not an emergency service. Section 9 describes the limited steps Agents will take if a Caller reports an Emergency.

4.5. No Guarantee. Verification Methods confirm information, not identity. OnCall depends on the accuracy of the Member Records and of the information Callers provide. Kisi does not guarantee that OnCall will prevent unauthorized entry to any Location, that every Caller can be verified, or that any Caller’s access problem can be resolved remotely.

4.6. Your Premises. You remain solely responsible for each Location, including its safety, security, staffing, supervision, condition and hours of operation, its compliance with laws governing premises and unstaffed operations, and the presence and conduct of any person at the Location.

5. The Playbook

5.1. Approval. Before Kisi begins providing OnCall at a Location, you will review and approve a Playbook for that Location in writing, which may be by electronic signature or through the Kisi platform. Kisi will provide a Playbook template. Kisi will not begin providing OnCall at a Location until you have approved a Playbook for it.

5.2. Verification Methods. The Playbook will specify which of the following Verification Methods Agents will use, and in what order:

• (a) a one-time code sent, by the Kisi platform or by Customer Systems, to the mobile telephone number or email address in the Caller’s Member Record, which the Caller reads back to the Agent;
• (b) challenge questions that the Caller answers by reference to information in the Caller’s Member Record; and
• (c) any other informational Verification Method that Kisi agrees in writing to support.

No Verification Method will require an Agent to see the Caller or any identity document.

5.3. Contents. The Playbook will also specify: (a) the Designated Doors; (b) the Permitted Actions you enable, and any limits on them, such as the membership statuses eligible for each Permitted Action and the duration of temporary credentials; (c) how Agents will handle Callers who cannot be verified; (d) the Escalation Contacts, and when and how Agents will contact them; (e) any Emergency instructions, which must be consistent with Section 9; and (f) any other matters you reserve to yourself.

5.4. Failed Verification. Unless the Playbook expressly provides otherwise, if a Caller cannot be verified using the Verification Methods in the Playbook, the Agent will decline to take any Permitted Action and will notify the Escalation Contact in accordance with the Playbook.

5.5. Your Determination of Sufficiency. You are solely responsible for determining that the Playbook, including its Verification Methods, is appropriate for each Location and for your Members. Any Playbook template or recommendation that Kisi provides is offered for your convenience and is not a representation that it is sufficient for your purposes.

5.6. Changes. Either party may propose changes to a Playbook. A change takes effect when both parties have approved it in writing and Kisi has had two (2) business days to implement it, and until then the current Playbook applies. You may also remove Kisi’s support access from your Kisi account through the Kisi platform at any time, which immediately ends Agents’ ability to take Permitted Actions at your Locations. While that access is removed, OnCall will not be available at the affected Locations, Sections 6.3 and 6.4 will not apply, and your fees will remain payable. Changes to an individual Member’s access, such as revoking or suspending a Member, take effect when you update the Member Records, and you are responsible for keeping the Member Records current.

5.7. Kisi’s Right to Decline. An Agent may decline to take any Permitted Action, end an OnCall Communication or escalate to an Escalation Contact if the Agent reasonably believes that the action would violate applicable law or these Terms, that the request falls outside the Playbook, or that the Caller is abusive or threatening. Declining under this Section 5.7 is not a breach of these Terms.

6. OnCall Services

6.1. Permitted Actions. Subject to the Playbook, an Agent may, for a Caller verified in accordance with the Playbook:

• (a) remotely unlock a Designated Door for that Caller;
• (b) issue a temporary credential to that Caller for a Designated Door, valid for no longer than twenty-four (24) hours or any shorter period specified in the Playbook;
• (c) re-send, re-sync or reset that Caller’s existing credential, or troubleshoot that Caller’s use of the Kisi app; and
• (d) provide that Caller with general information about the status of his or her access.

6.2. Matters Reserved to You. Agents will not: (i) create, modify, suspend or cancel any membership or Member Record; (ii) handle billing, payments, refunds, cancellations or account disputes; (iii) grant exceptions to your policies; (iv) grant access to any person who is not a Member verified in accordance with the Playbook; or (v) issue permanent credentials. Agents will refer any such request to you in accordance with the Playbook.

6.3. Availability. Kisi will use commercially reasonable efforts to make the OnCall Line available twenty-four (24) hours a day, seven (7) days a week. OnCall depends on telephone networks, internet connectivity, power, Customer Systems and the Kisi platform, and may be unavailable or delayed because of call or chat volume, outages or events described in Section 17.3.

6.4. Service Levels. Kisi will use commercially reasonable efforts to respond to OnCall Communications within an average of fifteen (15) minutes, measured monthly. Any response time stated by Kisi is a target only, and failure to meet it is not a breach of these Terms. The support service levels in Exhibit A (Maintenance and Support) of the MSA do not apply to OnCall.

6.5. Language. OnCall is provided in English and in such other languages as Kisi may make available.

6.6. OnCall Reports. Kisi will maintain a log of each OnCall Communication, including its date and time, the Location and Designated Door, the Verification Method used and its outcome, any Permitted Action taken, and any escalation, and will make the log available to you through the Kisi platform. You will review the OnCall Reports and promptly notify Kisi of any discrepancy.

6.7. Recording. Kisi may record and transcribe OnCall Communications for quality, training, verification and dispute-resolution purposes, subject to the notice described in Section 8.2. Kisi will retain recordings and transcripts for ninety (90) days, unless a longer period is reasonably necessary to resolve a dispute or is required by law.

6.8. Agents and Subcontractors. Kisi may use Agents and Subcontractors located in the United States or in other countries to provide OnCall, subject to Section 10. Kisi will train its Agents on these Terms and on each applicable Playbook, and Kisi is responsible for the performance of its Agents and Subcontractors as if it were its own.

6.9. Service Improvement. Kisi may use OnCall Communications, recordings, transcripts and OnCall Reports, in anonymized form, to train Agents and to develop and improve OnCall and Kisi’s other products and services, including automated tools.

7. Customer Responsibilities

You will: (i) keep the Member Records complete, accurate and current, including by promptly removing or suspending any Member who is no longer authorized to access a Location; (ii) maintain the integration with, or other access to, Customer Systems that Kisi needs to provide OnCall; (iii) ensure that each Designated Door and the Kisi hardware at each Location are properly installed, maintained and functioning; (iv) display at each Location the OnCall Line and the signage required by Section 9.3; (v) designate Escalation Contacts and keep their details current; (vi) provide the notices and obtain the consents required under Sections 8 and 10; (vii) comply with all laws applicable to your Locations and your operations, including any laws relating to unstaffed premises; (viii) not instruct Agents to act outside the Playbook or these Terms; and (ix) maintain, at your own cost and with reputable insurers, for each Location: (A) commercial general liability or public liability insurance covering bodily injury and property damage arising from the operation of the Location; and (B) property insurance appropriate for the Location and its contents. You will cause your property insurer to waive its rights of subrogation against Kisi with respect to losses at the Location. You will provide certificates of insurance upon Kisi’s request. Your obligations under Section 15 are not limited to the amount or scope of your insurance.

8. Members and Callers

8.1. Your Relationship with Members. Members are your customers, members, employees, and guests, not Kisi’s. You remain solely responsible to Members for your membership terms, access entitlements, billing, refunds and the operation of each Location. Nothing in these Terms creates any contractual relationship between Kisi and any Member or Caller.

8.2. Notices to Members. You will inform Members, through your membership terms, privacy notice or other appropriate means, that: (i) access support at the Location may be provided by Kisi as a third-party service provider acting on your behalf; (ii) Kisi will use the Member Records to verify Callers; and (iii) OnCall Communications may be recorded. Kisi will also tell each Caller at the start of each OnCall Communication that it is handled by Kisi on behalf of the Location’s operator and will be recorded.

8.3. Description of OnCall. You will not describe or market OnCall to Members or others as a security, guarding, monitoring or emergency service, or represent that any Location is supervised or monitored by Kisi.

9. Emergencies and Safety

9.1. Scope. OnCall is not designed, staffed or intended to respond to Emergencies. Kisi has no obligation to monitor any Location, to dispatch assistance or to take any action in an Emergency other than as stated in Section 9.2.

9.2. Agent Response. If a Caller reports an Emergency, the Agent will use reasonable efforts to: (i) direct the Caller to contact local emergency services, such as 911 in the United States or 999 in the United Kingdom; (ii) if the Playbook designates an Escalation Contact for Emergencies, attempt to notify that Escalation Contact; and (iii) record the report in the OnCall Reports. Agents will not state that emergency assistance has been or will be dispatched. Agents are not trained to, and will not, provide medical, safety or crisis advice, and they are not required to remain on the line or in the chat.

9.3. Your Emergency Measures. You are solely responsible for emergency preparedness at each Location, including emergency exits, first-aid equipment, any emergency call or panic devices, and your policies for Members who use a Location while it is unstaffed. You will display clear signage at each Location stating that OnCall is not an emergency service and that, in an emergency, Members should contact local emergency services.

9.4. Scope, Not Exclusion. This Section 9 defines the scope of OnCall. Nothing in this Section 9 excludes any liability that cannot be excluded under applicable law.

10. Data Protection

10.1. Roles. For OnCall, you are the Controller, and Kisi is the Processor, of the personal data in the Member Records, in OnCall Communications (including recordings and transcripts) and in the OnCall Reports, and the DPA applies to that processing. Kisi will process that personal data only to provide OnCall, to improve OnCall and Kisi’s other products and services as permitted by Section 6.9, and in accordance with your instructions as set out in these Terms and the Playbook. For the purpose of clarity and avoidance of doubt, Section 2.2(c) of the DPA does not apply to OnCall Communications.

10.2. Your Data Responsibilities. You represent and warrant that you have, and will maintain, a lawful basis and all notices and consents required by applicable law for Kisi to access the Member Records and to process personal data as described in these Terms, including from the countries described in Section 10.4. These obligations are in addition to your obligations as a Controller under the DPA.

10.3. Supplement to the DPA. For OnCall, the description of processing in Annex A of the DPA is supplemented as follows:

• (a) Data subjects: Members, Callers and Escalation Contacts;
• (b) Categories of personal data: names, telephone numbers, email addresses, membership identifiers and status, Location and access history, credential details, answers to challenge questions, one-time codes, and the content and metadata of OnCall Communications, including recordings and transcripts;
• (c) Nature and purpose of processing: verifying Callers against the Member Records, taking Permitted Actions, escalating to Escalation Contacts and producing OnCall Reports; and
• (d) Exclusions: Kisi will not use images, video or other biometric data to verify Callers, and you will not provide special categories of personal data to Kisi for OnCall.

10.4. Location of Processing. Agents and Subcontractors may access personal data for OnCall from the United States, and from any other country that Kisi identifies in accordance with the subprocessor provisions of the DPA. Transfers of personal data from the United Kingdom, the European Economic Area or Switzerland are governed by the transfer mechanisms in the DPA.

10.5. Subprocessors. Subcontractors that process personal data for OnCall, including telephony, chat and contact-center providers, are Subprocessors under the DPA.

10.6. Retention. Kisi will retain OnCall Reports for the term of your OnCall subscription and twelve (12) months after it ends, notwithstanding Section 6 of the DPA, and recordings and transcripts as stated in Section 6.7, after which Kisi will delete or return the data in accordance with the DPA.

11. Fees

11.1. Price and Payment. You will pay the fees, and comply with the payment terms, stated in the Order Form. Unless the Order Form states otherwise, fees are charged per Location. Taxes are governed by Sections 4.3 through 4.9 of the MSA. OnCall is a separately priced service and is not part of the Support included in License fees under Section 4.2.1 (Software License Fees) of the MSA.

11.2. Promotional and Beta Pricing. Any promotional, introductory or beta pricing stated in an Order Form applies for the period, and to the Locations, stated in the Order Form. A fixed or locked price fixes the price of OnCall for as long as you continue to subscribe during that period, but does not by itself oblige Kisi to continue providing OnCall for that period, except as stated in Section 16.

11.3. Hardware Provided at No Charge. If Kisi provides hardware for OnCall at no charge, title to that hardware remains with Kisi. Within thirty (30) days after OnCall ends at a Location, you will return that hardware in accordance with Kisi’s instructions, failing which Kisi may invoice you for it at Kisi’s then-current list price. The Hardware Policy otherwise applies to that hardware.

12. Beta Program

12.1. Application. This Section 12 applies only during any period in which an Order Form designates OnCall as a beta, pilot or trial (the “Beta Period”).

12.2. As Is. During the Beta Period, OnCall is provided “as is,” may contain errors, and may change. Section 6.4 does not apply during the Beta Period.

12.3. Modification or Discontinuation. Notwithstanding Section 16.4, Kisi may modify, suspend or discontinue OnCall during the Beta Period on fourteen (14) days’ notice to you, or immediately where required by law or to protect safety or security.

12.4. Feedback. You will provide reasonable feedback on OnCall during the Beta Period, and Kisi may use that feedback without restriction or obligation to you.

12.5. Conversion. At the end of the Beta Period, OnCall will continue under these Terms at the pricing stated in the Order Form unless either party terminates in accordance with the Order Form or the MSA.

13. Warranties

13.1. Kisi Warranty. Kisi warrants that it will provide OnCall using trained Agents and in accordance with the applicable Playbook in all material respects. If Kisi breaches this warranty, your exclusive remedy is for Kisi to re-perform the affected services or, if Kisi cannot do so within a reasonable time, to terminate OnCall at the affected Location and refund any prepaid fees for the remainder of the then-current term. For OnCall, this Section 13.1 applies in place of Section 8.2 of the MSA.

13.2. Automated Services. Any statement in the MSA that the Services are provided using automated software does not apply to OnCall, which is provided by Agents.

13.3. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 13.1, KISI PROVIDES ONCALL “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, KISI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KISI DOES NOT WARRANT THAT ONCALL WILL PREVENT UNAUTHORIZED ENTRY, THEFT, DAMAGE, INJURY OR ANY OTHER LOSS AT ANY LOCATION, THAT ANY CALLER WILL BE VERIFIED, OR THAT ONCALL WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

14. Limitation of Liability

14.1. LIABILITY CAP. KISI’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO ONCALL WILL NOT EXCEED THE FEES PAID BY YOU TO KISI FOR ONCALL FOR THE AFFECTED LOCATION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID FOR ONCALL FOR THE AFFECTED LOCATION DURING THAT PERIOD, INCLUDING DURING ANY FREE TRIAL OR BETA PERIOD, KISI’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100). FOR SUCH CLAIMS, THIS SECTION 14.1 APPLIES IN PLACE OF SECTION 10.1(B) OF THE MSA.

14.2. EXCLUSION OF DAMAGES. IN NO EVENT WILL KISI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, MEMBERSHIPS OR DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO ONCALL.

14.3. Acts of Callers and Third Parties. Kisi is not liable for any act or omission of any Caller, Member or other third party at or after entry to a Location, including any theft, damage or injury that person causes.

14.4. External Causes. Kisi is not liable for any loss to the extent caused by: (i) inaccurate, incomplete or outdated Member Records; (ii) Customer Systems; (iii) the Playbook or any other instruction from you; (iv) false information provided by a Caller, or a Member’s misuse or sharing of credentials or contact details; (v) telephone, internet, power or network failures; or (vi) any malfunction of hardware or doors not caused by Kisi.

14.5. Exceptions. The exceptions set out in Section 10.1 (Limitation of Liability) of the MSA apply equally to this Section 14; provided that the exception for death or personal injury in Section 10.1 of the MSA does not apply to OnCall, and, to the maximum extent permitted by applicable law, Kisi will have no liability for any death or personal injury arising from or relating to OnCall. Nothing in these Terms limits any liability that cannot be limited under applicable law, and this Section 14 does not limit your payment obligations or your obligations under Section 15.

15. Indemnification

You will defend, indemnify and hold harmless the Kisi Indemnified Parties (as defined in the MSA) from and against any Claim (as defined in the MSA), including reasonable legal fees and expenses, to the extent arising from: (i) the Playbook, including any Verification Method or instruction in it; (ii) any inaccuracy or incompleteness of the Member Records, or your failure to provide the notices, obtain the consents or maintain the lawful basis required under Sections 8 and 10; (iii) the operation, condition, safety, security or staffing of any Location, including any Emergency at a Location; (iv) any act or omission of any Member, Caller or other person at a Location, including after any Permitted Action; (v) your relationship with Members, including membership, billing and refunds; (vi) your breach of Sections 4.3, 7, 8 or 9.3; or (vii) any Claim by a Location Operator; except, in each case, to the extent caused by Kisi’s gross negligence or willful misconduct. This Section 15 applies to Claims arising in whole or in part from the negligence of any Kisi Indemnified Party, other than gross negligence or willful misconduct. The indemnification procedures in Section 9.3 of the MSA apply.

16. Term, Suspension and Termination

16.1. Term. OnCall continues for the term stated in the Order Form and renews in accordance with the Order Form and the MSA.

16.2. Suspension. Kisi may suspend OnCall at any Location on any ground set out in Section 7.3 (Suspension) of the MSA, if you breach these Terms, if no Playbook is in effect for the Location, if Kisi cannot access the Member Records, or if Kisi reasonably believes that continuing to provide OnCall presents a risk to the safety or security of any person or of the Kisi platform. Kisi will use reasonable efforts to notify you in advance of any suspension.

16.3. Regulatory Changes. If Kisi determines in good faith that providing OnCall in any jurisdiction would require a license, registration or approval that Kisi does not hold, or would otherwise violate applicable law, Kisi may modify OnCall or terminate OnCall for the affected Locations on thirty (30) days’ notice, or on shorter notice if required by law.

16.4. Discontinuation. Kisi may discontinue offering OnCall to new customers at any time. If Kisi ceases to provide OnCall to existing customers, Kisi will provide at least thirty (30) days’ prior written notice and refund any prepaid fees for the remainder of the then-current term.

16.5. Effect of Termination. When OnCall ends at a Location, Kisi’s access to Customer Systems for that Location will end, and any temporary credentials issued through OnCall for that Location will be revoked or allowed to expire.

16.6. Survival. Sections 3.3, 4.2, 4.5, 4.6, 5.5, 6.7, 6.9, 8.1, 9, 10, 12.4, 13, 14, 15, 16.5 and 17, and your obligation to pay fees accrued before expiration or termination, will survive any expiration or termination of these Terms or of OnCall at any Location.

17. General

17.1. Governing Law; Dispute Resolution. These Terms are governed by the laws of the State of New York, excluding its conflict of laws provisions. Any dispute arising from or relating to these Terms will be resolved in accordance with Section 12.1 (Governing Law; Dispute Resolution) of the MSA.

17.2. Updates. Kisi may update these Terms by posting an updated version with a new “Last Updated” date. For material changes, Kisi will notify you by email or through the Kisi platform at least thirty (30) days before the changes take effect. Your continued use of OnCall after the updated Terms take effect constitutes acceptance of the updated Terms.

17.3. Force Majeure. Section 12.10 (Force Majeure) of the MSA applies to these Terms. Without limiting that Section, Kisi is not liable for any delay or failure caused by outages of telephone networks or third-party telecommunications, messaging or chat providers.

17.4. Assignment. You may not assign these Terms except as permitted under Section 12.2 (Assignment) of the MSA.

17.5. Notices. Notices under these Terms will be given in accordance with Section 12.6 (Notices) of the MSA. Operational communications regarding a Playbook may be given by email to the contacts designated in the Playbook.

17.6. Entire Agreement; Severability. These Terms, the Kisi Agreements, the applicable Order Form and each Playbook constitute the entire agreement between the parties with respect to OnCall. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

17.7. No Third-Party Beneficiaries. Except for the Kisi Indemnified Parties under Section 15, no Member, Caller, Subcontractor or other third party has any rights under these Terms.

18. Contact Information

Kisi Incorporated

224 W 35th St Ste 500

New York, NY 10001

Legal notices: legal@getkisi.com

Support: support@getkisi.com