KISS Software Offer on Confidentiality and Non-Circumvention
Revision 3 (English) of Wed, Nov 11, 2026
1. Parties
1.1. KISS SOFTWARE, LLC, a California limited liability company (California Entity No. B20250031085), hereinafter "KISS".
1.2. Company: the legal entity or sole proprietor that the representative specified in the questionnaire (full name, country or state of registration, registration number) and on whose behalf the representative accepted the offer, hereinafter the "Company".
2. Acceptance of the offer
2.1. The offer is accepted when the Company's representative has scrolled its text to the end, personally checked the consent box and submitted the questionnaire. The checkbox, together with the representative's name and title from the questionnaire, is the Company's electronic signature.
2.2. The representative confirms that they are authorized to accept the offer on behalf of the Company and that the information about the Company in the questionnaire is accurate. Date of acceptance: the date the questionnaire is submitted.
2.3. KISS keeps a record of acceptance: the revision of the offer and the checksum of its text, the time, the Company details, the representative's name and title, email address and IP address. Immediately after submitting the questionnaire, the representative may download a copy of the accepted offer; the text of each revision remains available at a permanent link, and at the Company's request KISS sends a copy to the representative's email.
2.4. KISS may change the offer for new questionnaires. For a Company that has already accepted the offer, the accepted revision applies until the parties agree otherwise in writing.
3. Subject
The Company tells KISS about its data in its answers to the questionnaire. KISS evaluates them and may introduce the Company to buyers: companies that build artificial intelligence systems, and platforms that purchase data for such companies (hereinafter "Buyers"). KISS acts as an intermediary: KISS itself does not receive, buy or sell the Company's data.
4. Confidentiality
4.1. KISS keeps the questionnaire answers confidential and uses them only for the purposes of this offer. KISS may show Buyers a description of the data without the Company's name, people's names and contact details, in a form in which the Company, as far as reasonably possible, cannot be identified. KISS discloses the Company's name and contact details to a Buyer only with the Company's consent, given by email or via a messaging app.
4.2. KISS may share the questionnaire answers with its employees, contractors, advisers and service providers (storage, email, processing) only for the purposes of the offer and only with those who are obliged to keep them confidential.
4.3. The Company keeps confidential the information received from KISS: the names of Buyers, their terms, prices and materials, and does not use it to circumvent KISS.
4.4. Section 4 applies for 3 years from the date of acceptance of the offer and does not cover information that has become public without a breach of the offer, was lawfully known to the receiving party before disclosure, or must be disclosed by law or by a court.
5. Non-circumvention and KISS Fee
5.1. A Buyer is deemed introduced by KISS if, after acceptance of the offer, KISS named it to the Company in writing (email, messaging app) as a buyer for the Company's data or arranged an introduction, a call or correspondence between the Company and that Buyer. Names of buyers on the KISS website, in the questionnaire and in general mailings do not by themselves make a Buyer introduced.
5.2. Exception: if the Company was already negotiating with this Buyer or had applied to it before KISS named it, and notified KISS of this in writing within 5 business days after KISS named it, the Buyer is not deemed introduced.
5.3. If, within 24 months from the date of acceptance of the offer, the Company, its owners or companies under common control with it (ownership of more than 50% or the right to manage) enter into a transaction with an introduced Buyer for the sale or license of, or access to, their data, the Company pays KISS an introduction fee: 50% of all amounts received under that transaction, including renewals and additional payments, before deduction of the Company's taxes and expenses (hereinafter the "KISS Fee"). The KISS Fee is also payable when the transaction is concluded directly, without the participation of KISS.
5.4. The Company notifies KISS of such a transaction within 5 business days after signing, and then of the amount and date of each payment received; KISS issues an invoice. The Company pays the KISS Fee in US dollars to the KISS account stated in the invoice within 10 business days after receipt of the money or of the invoice, whichever is later. The Company takes no action to circumvent this obligation or to reduce the KISS Fee.
5.5. At the request of KISS, the Company shows the financial terms of the transaction with an introduced Buyer and confirmations of the payments received; the rest of the transaction text may be redacted.
5.6. If the parties sign a separate agreement on the sale of the Company's data, the terms of that agreement apply to transactions under it.
6. What the offer does not do
6.1. There is no exclusivity: the Company may sell its data to anyone. The KISS Fee is payable only on transactions with introduced Buyers.
6.2. The Company is not obliged to sell anything. KISS does not promise a transaction, a price or a timeline.
6.3. The data itself, passwords and access credentials are not transferred through the questionnaire. Data may be transferred only under a separate written agreement.
6.4. The Company signs transactions with Buyers itself and is itself responsible for its rights to the data and for compliance with personal data laws. The Company indemnifies KISS for losses from third-party claims related to the Company's data.
6.5. KISS is not responsible for the actions of Buyers or for the outcome of negotiations. The liability of KISS under the offer is limited to the amount of the KISS Fee received from the Company, except for an intentional breach of section 4.
7. Sanctions
The Company represents that none of the Company, its owners or officers is on the sanctions lists of the United States (OFAC), the EU, the United Kingdom or the UN, or is owned 50% or more by persons on these lists, and that the Company is not registered in and does not operate in Crimea, the territories of the so-called Donetsk People's Republic and Luhansk People's Republic, Cuba, Iran or North Korea (DPRK). If this representation is untrue, KISS may stop working with the Company without liability.
8. Representative's contact details
KISS uses the name, title, email, phone and LinkedIn link from the questionnaire only to communicate on this matter. At the Company's request, KISS deletes its answers, except for the record of acceptance of the offer: KISS keeps it for the entire term of the offer and 4 years after it.
9. Term
The offer is valid for 24 months from the date of acceptance. The obligation to pay the KISS Fee on transactions concluded within this term remains in force until paid in full; section 4 remains in force for its own term.
10. Governing law and disputes
The offer is governed by the laws of the State of California. The parties first try to resolve disputes through negotiations. If they do not reach agreement within 30 days: with a Company registered in the United States, the dispute is heard by the state courts of California in Orange County or by the United States District Court for the Central District of California; with a Company outside the United States, by arbitration administered by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association in Los Angeles, California, before one arbitrator, in English. The prevailing party recovers its reasonable attorneys' fees from the other party.
11. Miscellaneous
Notices are sent by email: to the Company at the address from the questionnaire, to KISS at y@kiss.software. If any provision is found invalid, the remaining provisions remain in effect. The Offer is made in English. For a Company that accepted it in English, the English text governs; a Russian version is provided for convenience only.
Checksum of the offer text between the oferta-start and oferta-end markers (SHA-256): 8b902a1c8f51e1686b00018a31fcd18f418115d33d7173e8be7402dc81a4b700