Enterprise Customer Standard Terms
Kindora Enterprise Cloud Service Agreement — Version 2.2, August 2026
These Standard Terms govern all Kindora Enterprise Network Plan subscriptions. They are incorporated by reference into each Order Form executed between Kindora, PBC (“Kindora,” “we,” “us”) and the subscribing entity (“Customer,” “you”).
1. Definitions
“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.
“Agents” means the employees, consultants or advisors of a Party.
“Authorized Organization” means a nonprofit organization, social enterprise, or other entity that activates a Kindora subscription using a Redemption Code provided under the applicable Order Form.
“Beta Features” means any features Kindora makes available on an “as-is” basis and identifies as beta, preview, pilot, or early access.
“Customer Data” means all data, content, and information submitted to the Service by or on behalf of Customer, including data visible to Customer through the Sponsor Dashboard. For the avoidance of doubt, data created or submitted by an Authorized Organization within its own workspace (“Authorized Organization Data”) is owned by that Authorized Organization, does not constitute “Customer Data”, and is not accessible to Customer except in aggregate form through the Sponsor Dashboard.
“Documentation” means the user guides, knowledge-based articles, and/or other usage and technical documentation for the Service that Kindora makes generally available, as updated from time to time.
“Agreement” means these Enterprise Customer Standard Terms (“Standard Terms”) together with any associated Order Form or checkout record constituting the agreement between Kindora and the Customer in question.
“Grantee Data” means data, content and information submitted to the Service by or on behalf of any Authorized Organization that is not accessible to Customer except in aggregate form through the Sponsor Dashboard.
“Individual Plan List Rate” means Kindora's standard single-organization subscription list rate in effect on the Effective Date.
“Order Form” means the ordering document and contractual agreement executed by the parties, or the order summary accepted and paid through Kindora’s self-service checkout, in each case referencing and incorporating these Standard Terms and specifying the subscription details, pricing, and term.
“Parties” and/or “Party” means Kindora and/or Customer only.
“Redemption Code” means a unique alphanumeric code provided to Customer for distribution to Authorized Organizations to activate their Kindora subscriptions.
“Service” means Kindora’s cloud-based grant intelligence platform, including all features, updates, and enhancements made generally available during the Term.
“Sponsor Dashboard” means the administrative interface provided to Customer showing aggregate adoption and usage metrics for Authorized Organizations.
“Term” means the subscription period specified in the Order Form.
“Usage Data” means aggregated and de-identified data, content and information pertaining to the activation and use of the Service by Authorized Organizations and the only information pertaining to the Authorized Organizations that will be available on the Customer Service dashboard.
2. Service and Access
2.1 Grant of Access
Subject to these Standard Terms and the applicable Order Form, Kindora grants Customer and its Authorized Organizations a non-exclusive, non-transferable right to access and use the Service during the Term.
2.2 Authorized Organizations
Each Authorized Organization that redeems a Redemption Code receives its own independent Kindora workspace with the plan tier specified in the Order Form. Authorized Organizations are independent users of the Service; Customer does not have access to any Authorized Organization’s workspace, data, searches, pipeline, or grant applications. No Authorized Organization is a third-party beneficiary of any Agreement.
2.3 Sponsor Dashboard
Customer receives access to the Sponsor Dashboard, which displays only aggregate metrics: total Redemption Codes redeemed, number of active Authorized Organizations, and aggregate platform usage statistics. The Sponsor Dashboard does not display any Authorized Organization’s individual data, searches, funder lists, grant applications, or strategy. No organization-identifying information is visible to Customer through the Sponsor Dashboard unless the affected Authorized Organization has provided separate written opt-in consent. Until the Sponsor Dashboard is generally available, Kindora may satisfy this obligation by providing substantially equivalent aggregate reports.
2.4 Authorized Organization Terms
Each Authorized Organization must accept Kindora’s standard clickthrough Authorized Organization Terms of Service and Privacy Policy at the time of account creation. The relationship between Kindora and each Authorized Organization is governed by those terms. Customer is not liable for the independent acts or omissions of an Authorized Organization unless Customer directed or specifically authorized the conduct giving rise to the claim. Similarly, Kindora is not liable for the independent acts or omissions of an Authorized Organization.
2.5 Redemption Code Limits
Redemption Codes are subject to the redemption cap and expiration date specified in the Order Form. If the Order Form does not state a separate expiration date, the Redemption Code expires at the end of the Term. Codes may not be sold, transferred, or distributed beyond the Authorized Organization network described in the Order Form.
2.6 Use Restrictions
Customer and its Authorized Organizations shall not: (a) sublicense, resell, or redistribute access to the Service except through authorized Redemption Code distribution; (b) reverse engineer, decompile, or disassemble the Service; (c) use the Service in violation of applicable law; (d) transmit malicious code or interfere with the integrity or performance of the Service; or (e) use the Service to store or transmit content that infringes Kindora or third-party intellectual property rights.
2.7 Suspension
Kindora may suspend access to the Service for any account that Kindora reasonably determines is being used in violation of Section 2.6, upon notice to Customer (or to the Authorized Organization directly, if the violation originates from that organization’s account). Kindora will use commercially reasonable efforts to limit the scope and duration of any suspension to the minimum necessary to address the violation.
2.8 Service Availability
Kindora will use commercially reasonable efforts to maintain Service availability 24-hours/day and seven days/week approximately 99.5% of each month, excluding scheduled maintenance and unforeseen service interruptions. Scheduled maintenance windows will be communicated at least 48 hours in advance via email or in-app notification where practical.
3. Fees and Payment
3.1 Fees
Customer shall pay the fees specified in the Order Form. All fees are in U.S. dollars and are exclusive of taxes.
3.2 Payment Terms
Self-service orders are prepaid at checkout. For invoiced orders, full payment is due 30 days from the initial invoice date unless otherwise specified in the Order Form. Customer may designate a purchase order number for invoicing purposes.
3.3 Fixed and Variable Billing
If the Order Form specifies split billing (Option B), the fixed portion is invoiced at contract signing and the variable portion is invoiced quarterly in arrears. Once an Authorized Organization in the variable band activates via Redemption Code, it is billed at the per-org rate specified in the Order Form for each month (or partial month, pro-rated) it remains active through the end of the Term. Each quarterly variable invoice will include: the number of new activations during the quarter, the total number of active variable-band organizations, and the aggregate activation dates.
3.4 Overages
Activations exceeding the target organization count specified in the Order Form are billed quarterly at the Individual Plan List Rate, unless Customer and Kindora agree in writing to a revised target count at the enterprise rate.
3.5 Taxes
Customer is responsible for all applicable taxes, duties, and levies imposed by governmental authorities, excluding taxes based on Kindora’s net income. If Customer is required to withhold taxes, the amount payable to Kindora shall be increased so that Kindora receives the full amount specified in the Order Form.
3.6 Late Payments
Amounts not paid when due accrue interest at 1.5% per month (or the maximum rate permitted by law, if less). If payment is more than 30 days past due, Kindora may suspend access to the Sponsor Dashboard and new Redemption Code activations upon 10 days’ written notice. Existing Authorized Organization access will not be suspended for late payment by Customer during the first 60 days past due.
3.7 No Refunds
Except as expressly set forth in Section 11.1 of this Agreement, all fees are non-refundable. Kindora may, in its sole discretion, issue a full or partial refund in exceptional circumstances; any such refund is not a waiver of this Section and creates no obligation to refund any other order. If an order is refunded, or a payment is reversed or disputed, Kindora may immediately deactivate the associated Redemption Codes (preventing new activations) and, in cases of payment reversal or suspected fraud, suspend access activated under that order.
4. Term and Renewal
4.1 Term
The initial Term begins on the Effective Date specified in the Order Form and continues for the period specified therein (typically 12 months).
4.2 Renewal
Unless the Order Form identifies the purchase as one-time, manual-renewal, or non-renewing, the Agreement will automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days before the end of the then-current Term. Self-service prepaid orders do not renew automatically unless the checkout order summary expressly states otherwise.
4.3 Renewal Pricing
Renewal pricing will be at the same per-organization rate unless (a) the Authorized Organization count changes, requiring a tier adjustment per the applicable plan tier specified in the Order Form, or (b) Kindora provides at least 90 days’ notice of a pricing change. Customer may decline to renew upon Kindora’s notification of a pricing change by providing written notice to Kindora within 30 days of receiving the pricing change notice.
5. Data Ownership and Privacy
Kindora’s collection, use, and disclosure of personal information is governed by Kindora’s Privacy Policy, available at kindora.co/privacy, and is hereby incorporated by reference into the below Sections.
5.1 Customer Data Ownership
As between the Parties, Customer and its Authorized Organizations retain all right, title, and interest in Customer Data. Kindora receives a limited, non-exclusive license to use Customer Data solely to provide the Service and as described in this Agreement.
5.2 Authorized Organization Data Isolation
Each Authorized Organization’s data is logically isolated within the Service. Customer acknowledges and agrees that it does not have any right to access, view, or export any individual Authorized Organization’s data, including but not limited to funder searches, pipeline information, grant applications, Intel Briefs, or strategic plans.
5.3 Aggregate Data
Kindora may collect, use, and disclose aggregate, anonymized data derived from use of the Service for product improvement, benchmarking, and research purposes, provided such data does not identify Customer or any Authorized Organization.
5.4 AI Features and Model Training
Kindora does not use Customer Data or Authorized Organization Data to train generalized artificial-intelligence models, and does not sell or make such data available to third parties for model training. AI-powered features process such data solely to provide the Service, using providers that are contractually prohibited from training their models on it. Customer Data and Authorized Organization Data are not made publicly accessible or crawlable.
5.5 Data Processing
If Customer Data includes personal data subject to applicable data protection laws (including GDPR, CCPA/CPRA), the parties will execute a Data Processing Addendum. Kindora will provide a list of sub-processors upon request and will notify Customer at least 30 days before engaging a new sub-processor.
5.6 Data Security
Kindora maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Kindora’s Security Overview document describes current security practices and is provided for informational purposes only; it is not incorporated into the Agreement between the Parties unless an Order Form expressly states otherwise. Kindora will promptly notify Customer of any confirmed security breach pertaining to the Customer Data.
6. Confidentiality
6.1 Confidential Information
Each Party agrees to protect the other’s Confidential Information using the same degree of care it uses to protect its own Confidential Information (but no less than reasonable care). Confidential Information includes business plans, pricing, customer lists, technical data, and any information marked or reasonably understood to be confidential. The receiving Party may only use the other’s Confidential Information as may be required in connection with the Service and/or performance of the Agreement between the Parties.
6.2 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party; or (d) is rightfully received from a third party without restriction.
6.3 Disclosures
A party may disclose Confidential Information to its Agents on a need-to-know basis so long as the receiving Party Agents are informed of and agree to comply with the Confidentiality Terms detailed in this Section 6. To the extent any Party’s Agents fail to comply with the Confidentiality Terms detailed in this Section 6, that Party will be deemed in breach of the Agreement. A Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the other Party reasonable prior notice (to the extent permitted by law) and cooperates in any effort to obtain protective treatment.
7. Intellectual Property
7.1 Kindora IP
Kindora retains all right, title, and interest in the Service, including all software, algorithms, interfaces, documentation, and improvements, whether or not based on Customer feedback. No rights are granted to Customer except as expressly set forth in this Agreement.
7.2 Feedback
If Customer provides suggestions, ideas, or feedback regarding the Service, Kindora may use such feedback without restriction or obligation.
8. Representations and Warranties
8.1 Mutual Representations
Each Party represents and warrants that: (a) it has the authority to enter into the Agreement; and (b) its performance will not conflict with any other agreement.
8.2 Kindora Warranties
Kindora warrants that: (a) the Service will perform materially in accordance with its documentation during the Term; and (b) it will not materially decrease the overall functionality of the Service during the Term.
8.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THE ENTERPRISE CLOUD SERVICE AGREEMENT, THE SERVICE IS PROVIDED “AS IS.” KINDORA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BETA FEATURES ARE SPECIFICALLY PROVIDED TO CUSTOMER “AS IS” AND ARE EXCLUDED FROM ANY EXPRESS OR IMPLIED WARRANTY OR FITNESS FOR ANY PARTICULAR PURPOSE.
9. Limitation of Liability
9.1 Liability Cap
KINDORA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO KINDORA IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.2 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Exceptions
The limitations in Sections 9.1 and 9.2 do not apply to Customer’s payment obligations under the Agreement.
10. Indemnification
10.1 By Kindora
Kindora shall defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Service infringes a third-party’s intellectual property, including intellectual property protected and/or secured by a valid U.S. patent, copyright, or trademark, provided Customer: (a) promptly notifies Kindora of the claim; (b) gives Kindora sole control of the defense, including settlement negotiations; and (c) provides reasonable cooperation. If the Service is found to infringe, Kindora may, at its option: (i) obtain a license for continued use; (ii) modify the Service to be non-infringing; or (iii) terminate the Agreement and refund prepaid fees for the unused portion of the Term. Kindora’s obligations under this Section 10.1, shall not apply to and/or be triggered by any claims arising from or the result of: (a) modifications to the Service made by anyone other than Kindora; (b) use of the Service in combination with products or data not supplied to Customer by Kindora; (c) use of the Service in violation of the Agreement; and/or (d) Customer Data, Grantee Data and/or other content, information or materials provided by Customer or an Authorized Organization (e.g., documents, logos, or text uploaded to the Service).
10.2 By Customer
Customer shall defend, indemnify, and hold harmless Kindora from any third-party claim arising from: (a) data submitted directly by Customer (excluding Authorized Organization Data); (b) Customer’s breach of the Agreement; or (c) Customer’s violation of applicable law. For the avoidance of doubt, Customer is not responsible under this section for claims arising solely from an Authorized Organization’s independent use of the Service.
11. Termination
11.1 Termination for Cause
Either party may terminate the Enterprise Cloud Service Agreement upon 30 days’ written notice (delivered in accordance with Section 12.4) if the other party materially breaches the Agreement and fails to cure such breach within the 30-day notice period. In the event Kindora fails to remedy any material breach identified by Customer, Customer will be entitled to a prorated refund for amounts paid by Customer to Kindora. For illustrative purposes, the prorated refund on a one-to-three-year term will amount to a refund of each complete and unused month of the prepaid term, measured from the effective date of the termination.
11.2 Termination for Non-Payment
Kindora may terminate the Enterprise Cloud Service Agreement immediately upon written notice if Customer fails to pay any undisputed amount within 60 days after the due date.
11.3 Effect of Termination
Upon termination or expiration:
- All Redemption Codes are immediately deactivated (no new activations).
- Authorized Organizations that have already activated retain access through the end of their current billing period (as paid by Customer).
- Customer’s access to the Sponsor Dashboard terminates immediately.
- Sponsor data export: Kindora will make Customer’s Sponsor Dashboard data and billing records available for export for 90 days following termination, or such longer period as applicable law or a litigation hold requires. Kindora will thereafter delete such data in accordance with its data retention practices.
- Authorized Organization data: Each Authorized Organization may export its own workspace data pursuant to the terms governing its individual account. Customer does not have any right to export Authorized Organization Data on behalf of any Authorized Organization.
11.4 Survival
Sections 5 (Data Ownership), 6 (Confidentiality), 7 (IP), 9 (Limitation of Liability), 10 (Indemnification), and 12 (General) survive termination.
12. General
12.1 Governing Law
The Enterprise Cloud Service Agreement is governed by the laws of the State of California, without regard to conflict of laws principles.
12.2 Dispute Resolution
Any dispute arising out of or relating to the Enterprise Cloud Service Agreement shall first be submitted to good-faith negotiation between the Parties’ senior executives for at least 30 days following written notice of the dispute. If unresolved, the dispute shall be finally resolved by binding arbitration before a single arbitrator administered by JAMS in San Francisco, California under the JAMS Streamlined Arbitration Rules then in effect, conducted in English; judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek temporary injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information pending arbitration. Each Party bears its own attorneys’ fees and costs unless the arbitrator awards attorneys’ fees pursuant to applicable law.
12.3 Assignment
Neither Party may assign the Enterprise Cloud Service Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assigning Party gives written notice and the assignee is not a direct competitor of the non-assigning Party.
12.4 Notices
All notices must be in writing and delivered by email to the addresses specified in the Order Form, with confirmation of receipt.
12.5 Entire Agreement
The Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements. To the extent that any agreement or writing between Kindora and any Authorized Organization conflicts with the Agreement, the Agreement shall be the controlling document. None of the commitments detailed in the Agreement shall in any way be reduced, marginalized or superseded by any agreement or writing between Kindora and any Authorized Organization. Documents referenced for informational purposes (including the Security Overview) are not part of the Agreement unless an Order Form expressly incorporates them. Amendments must be in writing and signed by both Parties.
12.6 Severability
If any provision is held unenforceable, the remaining provisions continue in full force and effect.
12.7 Waiver
Failure to enforce any provision does not constitute a waiver of future enforcement.
12.8 Force Majeure
Neither Party is liable for delays caused by events beyond its reasonable control, including natural disasters, pandemics, government actions, or internet service disruptions.
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