Kello — Terms of Service

2.1 What Kello does.

Kello provides software to help recruiting and hiring teams organize, search, and understand talent pipelines and candidate information, including importing candidate information from connected sources and enabling AI-assisted search and insights.

2.2 AI features.

Some features may use artificial intelligence or machine learning (“AI Features”). AI Features may produce outputs, suggestions, summaries, rankings, tags, or inferences (“Output”) based on Customer Data or other inputs (“Input”). Outputs may be inaccurate and must be reviewed by humans before use in decisions.

2.3 Changes to Services.

We may improve, modify, or discontinue parts of the Services. If a change materially reduces core paid functionality during a paid term, we will use commercially reasonable efforts to provide notice.

2.4 Beta features.

Some features may be labeled beta/preview/early access. Beta features are provided “as is” and may be changed or discontinued at any time.

3.1 Business use.

The Services are intended for business and professional recruiting use.

3.2 Age.

Users must be at least 18 years old.

3.3 Authority.

If you use the Services on behalf of an entity, you represent you have authority to bind that entity to these Terms.

3.4 Account security.

Customer is responsible for (a) maintaining the confidentiality of credentials, (b) all activity under its Account, and (c) ensuring Users comply with these Terms. Notify us promptly of unauthorized access.

3.5 Admin powers.

Admins may manage Users, configure integrations, adjust visibility/permissions, and access/export/delete Customer Data in accordance with the Services' capabilities. Customer is responsible for Admin actions.

4.1 Fees and plans.

Fees, plan limits, and term length are set out in an Order Form or checkout flow. Unless otherwise stated, Fees are billed in advance.

4.2 Taxes.

Fees exclude applicable taxes (including GST/VAT), duties, and withholdings. Customer is responsible for paying all applicable taxes other than taxes based on Kello's net income. If withholding is required by law, Customer will gross up payments so Kello receives the full amount invoiced, unless prohibited by law.

4.3 Payment terms.

Payment must be made by the due date in the Order Form or invoice. Late payments may incur interest at the lower of 1.5% per month or the maximum allowed by Applicable Law, plus reasonable collection costs.

4.4 No refunds.

Fees are non-refundable except where required by Applicable Law or expressly stated in an Order Form.

4.5 Renewal.

Unless the Order Form states otherwise, subscriptions renew automatically for successive terms of the same length. Customer may prevent renewal by providing written notice to support@kello.ai at least 30 days before the renewal date (unless the Order Form specifies a different notice period).

4.6 Suspension.

We may suspend access for overdue payments, security risk, legal compliance reasons, or material breach. We will use commercially reasonable efforts to provide notice before suspension when practicable.

5.1 Lawful use.

Customer will use the Services only for lawful recruiting, talent management, and related internal business purposes and in compliance with Applicable Law, including employment, equal opportunity, anti-discrimination, privacy/data protection, and communications/anti-spam laws.

5.2 Human review and accountability.

Customer is solely responsible for all hiring, recruiting, and employment decisions. Customer will not rely solely on AI Outputs for decisions that materially affect individuals.

5.3 Prohibited use.

Customer and Users will not, and will not allow any third party to:

• reverse engineer, decompile, disassemble, or attempt to derive source code or underlying models (except to the extent prohibited by Applicable Law);
• access the Services to build, train, or improve a competing product or service;
• scrape, harvest, or systematically extract data from the Services (including candidate datasets) except as expressly permitted via product features or with our written approval;
• use TalentGPT or any candidate dataset for advertising, lead generation, list brokering, credit/insurance decisions, or any non-recruiting purpose;
• send unlawful, deceptive, harassing, discriminatory, or spam communications to candidates;
• upload malware or attempt to disrupt the Services;
• violate security controls, rate limits, or access restrictions;
• infringe intellectual property or privacy rights of others.

5.4 Sensitive data.

Unless expressly supported by the Services and permitted by Applicable Law, Customer will not upload or process:

• government ID numbers, financial account information, health data, or other highly sensitive categories;
• biometric identifiers used for unique identification (except where the feature requires it and Customer has lawful consent/authorization).

If Customer processes interview recordings or transcripts, Customer is responsible for ensuring appropriate notices and consents.

6.1 Third-party sources.

Customer may connect third-party services (e.g., ATS, email, forms, storage, spreadsheets, HR tools) (“Third-Party Services”). Customer authorizes Kello to access and process Customer Data from Third-Party Services as configured by Customer and its Admins.

6.2 Customer permissions.

Customer represents and warrants that it has all rights, permissions, and lawful basis required to (a) connect Third-Party Services, and (b) provide Customer Data (including Candidate Data) to Kello for the purposes described in these Terms.

6.3 Third-party terms.

Third-Party Services are governed by their own terms and privacy policies. Kello is not responsible for Third-Party Services.

6.4 Google integrations and limited-use requirements.

If Customer connects Google services (e.g., Gmail, Forms, Drive), Kello will process Google-sourced data consistent with applicable Google API policies and the permissions/scopes granted by Customer. Where required by those policies, certain Google-sourced data may be restricted from use for generalized model training.

7.1 Kello IP.

Kello and its licensors own all rights, title, and interest in and to the Services, Documentation, and all related technology, software, algorithms, and improvements, including all intellectual property rights.

7.2 License to Customer.

Subject to payment of Fees and compliance with these Terms, Kello grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the Services for Customer's internal business purposes.

7.3 Customer Data ownership.

As between the parties, Customer owns Customer Data. Customer grants Kello the rights necessary to host, process, transmit, display, and otherwise use Customer Data to provide the Services, support Customer, comply with law, and as otherwise permitted in these Terms (including Section 8).

7.4 Feedback.

If Customer provides feedback or suggestions, Customer grants Kello a perpetual, worldwide, irrevocable, royalty-free license to use and incorporate that feedback without restriction or compensation.

8.1 Service Data.

Kello may generate and use Service Data to operate, maintain, secure, and improve the Services, including for analytics, benchmarking (in aggregated form), abuse prevention, and product development.

8.2 Data Contribution.

By using the Services, Customer instructs and authorizes Kello to use certain Customer Data as Contributed Data to improve the Services and to enrich the datasets and profiles used within TalentGPT, including improving search relevance, deduplication, matching, and profile freshness.

To reduce risk and protect Customer confidentiality, Contributed Data excludes:

• Customer's internal recruiting notes, interview feedback, and evaluation comments;
• private communications between Customer and candidates; and
• Customer-provided candidate contact details (e.g., personal email/phone) where those details are not already publicly available or independently sourced by Kello through its TalentGPT vendors.

Kello may create derived attributes from Contributed Data (e.g., normalized titles, skill tags, seniority, inferred experience ranges) and may use those attributes to enrich candidate profiles and improve the Services.

8.3 No attribution to Customer.

When Contributed Data is used to enrich datasets or profiles made available through TalentGPT, Kello will not identify Customer as the source.

8.4 Customer obligations for Data Contribution.

Customer represents and warrants that it has provided all required notices and obtained all required consents/authorizations (from candidates, data principals, Users, and/or employees, as applicable) to allow Kello to process Contributed Data for the purposes in Section 8.2.

8.5 Opt-out.

Data Contribution is enabled by default. Customer may request to opt out for future Contributed Data by emailing support@kello.ai. If Customer opts out, Kello will stop using newly provided Customer Data for the Data Contribution purpose going forward and will confirm the opt-out in writing. Previously created derived data may not be reversible (for example, data already incorporated into aggregated analytics or models), but Kello will use commercially reasonable efforts to honor opt-out requests consistent with Applicable Law.

8.6 Google-sourced data carve-out.

Notwithstanding Section 8.2, data obtained via Google Workspace APIs may be subject to additional restrictions under Google's policies and may not be used for generalized model training where prohibited.

9.1 Obligations.

Each party will: (a) use the other party's Confidential Information only to perform under these Terms, (b) protect it using reasonable care, and (c) not disclose it except to personnel and service providers who need to know and are bound by confidentiality obligations.

9.2 Compelled disclosure.

A party may disclose Confidential Information if required by law or legal process, provided it gives notice (if legally permitted) and cooperates with reasonable efforts to limit disclosure.

9.3 Injunctive relief.

Unauthorized disclosure of Confidential Information may cause irreparable harm. The disclosing party may seek injunctive relief in addition to other remedies.

10.1 Privacy Policy.

Our Privacy Policy (https://kello.ai/privacy-policy) explains how we process personal data. The Privacy Policy is incorporated by reference into these Terms.

10.2 Roles under data protection laws.

Depending on the feature:

• For most Workspace features involving Customer Data, Customer is typically the data controller/data fiduciary and Kello is a processor acting on Customer's instructions.
• For TalentGPT datasets and any processing Kello performs for its own independent purposes (including Data Contribution described in Section 8.2), Kello may act as a controller/data fiduciary for that processing.

10.3 Security.

Kello will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including encryption in transit and at rest where appropriate, access controls, and logging.

10.4 Data residency.

As of the “Last updated” date above, Kello's primary hosting is in India. We may use service providers or personnel in other locations for support and operations, and may process data in other jurisdictions as needed to provide the Services, subject to Applicable Law.

10.5 Data principal rights and contact.

Individuals may have rights to access, correction, deletion/erasure, withdrawal of consent, and grievance redressal under Applicable Law (including India's DPDP regime where applicable). Requests and questions can be submitted to support@kello.ai.

10.6 Data Processing Addendum.

If Customer requires a data processing addendum (“DPA”) for compliance, Customer may request one at support@kello.ai.

11.1 Permitted use.

TalentGPT may provide access to candidate discovery and profiles. Customer may use TalentGPT only for legitimate recruiting and hiring-related purposes consistent with Applicable Law.

11.2 No resale or redistribution.

Customer will not resell, publish, or redistribute TalentGPT candidate datasets or profiles, or use them to build or enhance external datasets, lists, or products.

11.3 Outreach compliance.

Customer is solely responsible for compliance with all laws governing outreach to candidates (e.g., consent, opt-out, local marketing/telecom rules, and employment laws).

11.4 No guarantees.

Candidate profile data may be incomplete, outdated, or inaccurate. Kello does not guarantee availability, responsiveness, hireability, or suitability of any candidate.

13.1 Exclusion of damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

13.2 Liability cap.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO KELLO FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exceptions.

The liability limitations in this Section 13 do not apply to: (a) Customer's payment obligations, (b) a party's breach of confidentiality obligations, or (c) Customer's violation of Section 5 (Acceptable Use), in each case to the extent not prohibited by Applicable Law.

14.1 By Customer.

Customer will indemnify, defend, and hold harmless Kello and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable costs (including attorneys' fees) arising out of or related to:

• Customer Data (including Contributed Data) or Customer's use of the Services;
• Customer's breach of these Terms;
• Customer's violation of Applicable Law (including employment, privacy, or outreach laws); or
• allegations that Customer Data infringes or misappropriates a third party's rights.

14.2 Process.

Kello will promptly notify Customer of an indemnified claim. Customer will control the defense and settlement, provided that Customer may not settle in a way that imposes liability or obligations on Kello without Kello's written consent.

15.1 Term.

These Terms begin when you first accept them and continue until the subscription expires or is terminated.

15.2 Termination for convenience.

Unless otherwise stated in an Order Form, Customer may terminate at the end of the then-current subscription term by providing non-renewal notice as described in Section 4.5.

15.3 Termination for cause.

Either party may terminate these Terms (and any Order Form) with written notice if the other party materially breaches and does not cure within 30 days after notice. Kello may terminate immediately for non-payment, security risk, or unlawful use.

15.4 Effect of termination.

Upon termination:

• Customer's right to access the Services ceases;
• Kello will make Customer Data available for export for a reasonable period (typically 30 days) where technically feasible;
• after that period, Kello may delete Customer Data, except to the extent required to retain it under Applicable Law or for legitimate backup/security purposes.

15.5 Survival.

Sections that by their nature should survive will survive termination, including Sections 7, 8, 9, 12, 13, 14, 15.5, 17, and 18.

17.1 Governing law.

These Terms are governed by the laws of India, without regard to conflict-of-law principles.

17.2 Arbitration.

Any dispute arising out of or relating to these Terms will be finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be Bengaluru, Karnataka, India. The arbitration will be conducted in English by a single arbitrator mutually appointed by the parties. Either party may seek urgent injunctive relief from courts in Bengaluru to protect its Confidential Information or intellectual property.

17.3 Courts.

Subject to Section 17.2, courts located in Bengaluru, Karnataka, India will have exclusive jurisdiction.

18.1 Changes to Terms.

We may update these Terms from time to time. If we make material changes, we will update the “Last updated” date and may provide additional notice. Continued use after the update means you accept the updated Terms.

18.2 Assignment.

Customer may not assign these Terms without Kello's prior written consent. Kello may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

18.3 Severability.

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

18.4 Waiver.

A waiver must be in writing and applies only to the specific instance.

18.5 Entire agreement.

These Terms, the Privacy Policy, and any Order Form constitute the entire agreement between the parties regarding the Services and supersede prior agreements on that subject.

18.6 Notices.

Notices to Kello must be sent to support@kello.ai and/or the mailing address listed above. Notices to Customer may be sent to the email associated with the Account.