Kyndryl Bridge Terms of Use

Date: June 6, 2024

Welcome to Kyndryl Bridge, Kyndryl's proprietary user interface and marketplace tool for Managed Infrastructure Services. By accessing Kyndryl Bridge, the user ("User", "You") accepts these Terms of Use ("ToU"), for and on behalf of themselves, any others who use Kyndryl Bridge under the User's account, and any persons or other entities (e.g., the User's employer) for whom the User or others using the User's account access Kyndryl Bridge. The Kyndryl affiliate established in the jurisdiction You operate in ("Kyndryl", "Us", or "We") provides You with access to Kyndryl Bridge under these terms. Kyndryl Bridge is a stand-alone tool that facilitates the procurement, engagement, and management of a range of products and services offered by Kyndryl and third parties ("Offerings").

User Accounts

As a user of Kyndryl Bridge, You will be asked to register with us and provide private information to create an account, and You may be required to be logged in to the account and have a valid payment method associated with it. You are responsible for ensuring the accuracy of this information, and You are responsible for maintaining the safety and security of Your identifying information and user account credentials. If You create a user account on behalf of Yourself or an entity, such as Your business or employer, You represent that You have the legal capacity and authority to bind Yourself and that entity to these ToU, as applicable. You are also responsible for all activities that occur under Your account. You agree to keep Kyndryl Bridge user accounts strictly individual, not to share account credentials across multiple users, to access Kyndryl Bridge only from locations and in a manner permissible under applicable laws, regulations, and service agreements, and to promptly notify Kyndryl of any unauthorized disclosure, access, or use of account credentials. You will be solely responsible for any such unauthorized disclosure, access, use, or sharing of account credentials. Kyndryl reserves the right to terminate Your rights to use Kyndryl Bridge, remove, or edit content in its sole discretion.

Privacy Policy

Our privacy policy, available at Kyndryl Privacy Statement | Kyndryl applies to Your use of Kyndryl Bridge.

Grant of Rights

Subject to Your compliance with this ToU, Kyndryl grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use Kyndryl Bridge for internal business purposes only. This right does not permit any resale or use of Kyndryl Bridge as a service provider, service bureau, or for or on behalf of any third party; proxy or derivative use of Kyndryl Bridge; downloading, copying, or other use of account information; use of data mining or similar data tools; or use that would violate the rights or interests of, or use injurious to, Kyndryl or any third party. You may only use Kyndryl Bridge and Offerings as permitted by law. If Kyndryl Bridge is linked to Your third party service provider accounts, You authorize Us to access, transmit and process data between Kyndryl Bridge and Your third party service provider accounts, and You are responsible for obtaining all related rights and permissions necessary.

Offering Terms

We may offer a means to procure Offerings through the use of Kyndryl Bridge. Such Offerings are subject to the terms applicable to that product or service ("Offering Terms"). The Offering Terms will control with respect to the applicable Offering. Kyndryl Bridge may provide links to other non-Kyndryl sites or content or facilitate Your acquisition or use of third party Offerings. If You engage with any non-Kyndryl entity or content, You are purchasing directly from those third parties, not from Kyndryl, and are subject to the applicable Offering Terms. We are not responsible or liable for the Offerings, content, or conduct of any of these non-Kyndryl businesses or individuals.

Additional Software Terms

Ownership

"Feedback" includes any suggestions, comments, improvements, or engineering or technical details, and any other information provided by You, relating to Kyndryl Bridge, or any other Offerings. As between the parties, Kyndryl is the sole owner of Kyndryl Bridge, output generated by Kyndryl Bridge, and any Feedback, including all copyrights, trade secrets, trademarks, patents, and other intellectual property and proprietary rights in or arising out of Kyndryl Bridge or Feedback, or products or services developed as a result of Feedback. To the fullest extent permitted under applicable law, You hereby assign to Kyndryl all right, title, and interest in and to all Feedback. You will not provide Feedback that is subject to any third party rights.

Other than Feedback, You retain Your rights to data or content provided to Kyndryl, and solely to the extent necessary for Your use of Kyndryl Bridge, for the duration of Your use, You grant Kyndryl a worldwide, irrevocable, non-exclusive, non-transferable, sublicensable (to Kyndryl affiliates and contractors) license to use such data or content. You are responsible for obtaining all necessary rights and permissions, and grants such rights and permissions, to enable Kyndryl, its affiliates, and contractors to use, provide, store and otherwise process data and content and to access and use Your systems and other computing environments, in connection with the Kyndryl Bridge.

You will not reproduce or redistribute Kyndryl's intellectual property, or apply for ownership interests related to Kyndryl's intellectual property.

"Kyndryl", the "Kyndryl Logo", and "Kyndryl Bridge" are trademarks or registered trademarks of Kyndryl in many countries worldwide. For a non-exhaustive list of Kyndryl trademarks, see: https://www.kyndryl.com/copyright-trademark. You may not use Kyndryl's name, trademarks, logo or trade dress without an express license from Kyndryl. All other trademarks not owned by Kyndryl are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Kyndryl.

Confidentiality

Kyndryl Bridge, Kyndryl Bridge Software and any information or materials disclosed by or on behalf of Kyndryl through Kyndryl Bridge will be subject to the confidentiality terms in the applicable agreement existing between Kyndryl and You.

Termination

Kyndryl reserves the right to modify this ToU by publishing a new version, and such new terms shall take immediate effect prospectively. Kyndryl reserves the right to terminate, limit or deny Your use of and access to Kyndryl Bridge if Kyndryl determines, in Kyndryl's sole discretion, such action is appropriate (for example, to mitigate the threatened, suspected, or actual breach of this ToU, for security or system integrity, or to prevent the misuse of Kyndryl Bridge, products, or services). Kyndryl will use commercially reasonable efforts to notify You of such actions. Upon any termination, limitation, or denial of Your access, all rights granted hereunder shall cease.

General

This ToU, Privacy Policy, and the terms of use applicable to Kyndryl websites generally, are the entire and exclusive understanding and agreement between Kyndryl and Users with respect to its subject matter, and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between Kyndryl and Users with respect to its subject matter. If for any reason a body of competent jurisdiction finds any provision of the foregoing invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions will remain in full force and effect. The laws of the state of New York, United States apply to govern, interpret, and enforce all rights, duties, and obligations arising from, or relating to, the subject of this ToU, without regard to conflict of law principles. You agree to indemnify and hold Us harmless from all claims, costs, expenses, damages, and liability (including reasonable attorney's fees) arising out of or relating to Your improper access to or use of Kyndryl Bridge or violation of these ToU.

Disclaimers. KYNDRYL BRIDGE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU ARE RESPONSIBLE FOR YOUR OWN REVIEW AND EVALUATION OF ANY INFORMATION DISPLAYED ON KYNDRYL BRIDGE AS WELL AS ALL FINAL DECISIONS AND IMPLEMENTATIONS YOU MAY TAKE RELATING TO, OR RESULTING FROM, SUCH INFORMATION. KYNDRYL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. KYNDRYL MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES KYNDRYL MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES. WHILE KYNDRYL ENDEAVORS TO PROVIDE SECURITY MEASURES TO KEEP ALL DATA SECURE, KYNDRYL DOES NOT WARRANT KYNDRYL CAN PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS TO ANY SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF KYNDRYL BRIDGE IS AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

Limitation of Liability. KYNDRYL'S, ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF DIRECT DAMAGES INCURRED BY YOU UP TO A MAXIMUM OF $100,000 (ONE HUNDRED THOUSAND) U.S. DOLLARS, REGARDLESS OF THE BASIS OF THE CLAIM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KYNDRYL BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM KYNDRYL BRIDGE OR ANY USE OF KYNDRYL BRIDGE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH A KYNDRYL BRIDGE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF KYNDRYL IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES. THESE LIMITATIONS APPLY COLLECTIVELY TO KYNDRYL, ITS AFFILIATES, CONTRACTORS, AND SUPPLIERS.