Katonic AI Terms & Conditions
Effective date: 13th October 2025
KATONIC AI PLATFORM END USER LICENSE AGREEMENT
This End User License Agreement ("Agreement") is entered into by and between the entity or person placing an Order for or accessing the Software ("Customer") and and the Katonic Contracting Entity (Katonic Contracting Entity, Governing Law).
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING ACCEPTANCE OR BY EXECUTING AN ORDER FORM, YOU AGREE TO THESE TERMS. IF ENTERING ON BEHALF OF A COMPANY, YOU REPRESENT AUTHORITY TO BIND SUCH ENTITY.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING ACCEPTANCE OR BY EXECUTING AN ORDER FORM, YOU AGREE TO THESE TERMS. IF ENTERING ON BEHALF OF A COMPANY, YOU REPRESENT AUTHORITY TO BIND SUCH ENTITY.
Section 1 - Definitions
Customer Materials means data, files, information, and other resources that Customer provides to Katonic.
Documentation means Katonic's technical documentation for the Software.
High Risk Activities means activities where Software use or failure could lead to death, personal injury, financial losses, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, air traffic control, medical diagnosis, financial trading algorithms, credit scoring, criminal justice decisions, or any application where AI bias could cause discriminatory outcomes.
Order means each order form or statement of work for Katonic software or services.
Software means Katonic's AI platform software products as identified in the Order.
Subscription Term means the term for Customer's use as identified in an Order.
Third-Party Products means any platform, service, or product not provided by Katonic that Customer integrates with the Software.
Usage Data means technical logs and performance metrics generated during Software use, excluding Customer Materials.
Documentation means Katonic's technical documentation for the Software.
High Risk Activities means activities where Software use or failure could lead to death, personal injury, financial losses, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, air traffic control, medical diagnosis, financial trading algorithms, credit scoring, criminal justice decisions, or any application where AI bias could cause discriminatory outcomes.
Order means each order form or statement of work for Katonic software or services.
Software means Katonic's AI platform software products as identified in the Order.
Subscription Term means the term for Customer's use as identified in an Order.
Third-Party Products means any platform, service, or product not provided by Katonic that Customer integrates with the Software.
Usage Data means technical logs and performance metrics generated during Software use, excluding Customer Materials.
Section 2 - License Grant and Scope
Subject to this Agreement, Katonic grants Customer a non-transferable, non-exclusive license during the Subscription Term to use the Software on Customer's infrastructure for internal business purposes in accordance with the Documentation and usage limits specified in the Order.Customer retains ownership of all Customer Materials, models, workflows, and outputs generated using the Software, subject to Katonic's intellectual property rights in the underlying Software platform.
2.1 Software-Only License
This license grants rights solely to the Katonic platform software. Customer is solely responsible for providing and maintaining all infrastructure, computing resources, AI models, and third-party services required for the Software's operation.
2.2 Third-Party Dependencies
The Software may require integration with third-party AI models, cloud services, and infrastructure components not provided by Katonic. Customer acknowledges sole responsibility for obtaining appropriate licenses and ensuring compliance with all third-party terms.
2.3 Software Updates and Versioning
a) Katonic will provide Software updates, patches, and new versions during the Subscription Term.
b) Customer retains full control over when and how to implement updates in their environment.
c) Katonic will provide advance notice, documentation, and migration guidance for all updates.
d) Critical security patches will be clearly identified, with implementation strongly recommended.
e) Katonic will maintain support for the current and immediately preceding major version.
2.4 Update Assistance
Katonic will provide reasonable technical assistance with update planning, testing guidance, and troubleshooting update-related issues at no additional charge.
2.5 Usage Limitations
Customer's use of the Software is subject to usage limits specified in the Order. Katonic may implement reasonable technical measures to enforce such limits.
2.6 Fair Use Policy
Customer agrees to use the Software in accordance with reasonable fair use principles and not to circumvent usage limitations or security measures.
2.1 Software-Only License
This license grants rights solely to the Katonic platform software. Customer is solely responsible for providing and maintaining all infrastructure, computing resources, AI models, and third-party services required for the Software's operation.
2.2 Third-Party Dependencies
The Software may require integration with third-party AI models, cloud services, and infrastructure components not provided by Katonic. Customer acknowledges sole responsibility for obtaining appropriate licenses and ensuring compliance with all third-party terms.
2.3 Software Updates and Versioning
a) Katonic will provide Software updates, patches, and new versions during the Subscription Term.
b) Customer retains full control over when and how to implement updates in their environment.
c) Katonic will provide advance notice, documentation, and migration guidance for all updates.
d) Critical security patches will be clearly identified, with implementation strongly recommended.
e) Katonic will maintain support for the current and immediately preceding major version.
2.4 Update Assistance
Katonic will provide reasonable technical assistance with update planning, testing guidance, and troubleshooting update-related issues at no additional charge.
2.5 Usage Limitations
Customer's use of the Software is subject to usage limits specified in the Order. Katonic may implement reasonable technical measures to enforce such limits.
2.6 Fair Use Policy
Customer agrees to use the Software in accordance with reasonable fair use principles and not to circumvent usage limitations or security measures.
Section 3 - Usage Restrictions
Customer shall not, and shall not permit others to:
3.1 Reverse engineer, decompile, disassemble, modify, or create derivative works from the Software, except as permitted by law with 30 days' prior notice to Katonic.
3.2 Use the Software to build, support, or assist third parties in building products or services competitive to Katonic.
3.3 Use Customer Materials, models, or outputs from the Software to train, improve, or develop competing AI models, systems, or services outside Customer's authorised use of the Software.
3.4 Use the Software for High Risk Activities. Customer agrees that it will not use the Software for, and Katonic has no liability with respect to, High Risk Activities.
3.5 Remove proprietary notices or use the Software for commercial services to third parties without proper licensing.
3A. Customer Responsibilities
3A.1 Infrastructure Requirements
Customer shall provide and maintain adequate infrastructure meeting Katonic's published technical specifications, including but not limited to Kubernetes clusters, networking, storage, and security configurations.
3A.2 Model Integration
Customer is solely responsible for obtaining, configuring, and maintaining AI models and ensuring compliance with all applicable model provider terms and licenses.
3A.3 Security Responsibility
Customer bears full responsibility for securing their infrastructure, implementing access controls, and protecting data within their environment.
3A.4 Updates and Maintenance
Customer is responsible for maintaining infrastructure compatibility with Software updates and ensuring adequate backup and disaster recovery procedures.
3.1 Reverse engineer, decompile, disassemble, modify, or create derivative works from the Software, except as permitted by law with 30 days' prior notice to Katonic.
3.2 Use the Software to build, support, or assist third parties in building products or services competitive to Katonic.
3.3 Use Customer Materials, models, or outputs from the Software to train, improve, or develop competing AI models, systems, or services outside Customer's authorised use of the Software.
3.4 Use the Software for High Risk Activities. Customer agrees that it will not use the Software for, and Katonic has no liability with respect to, High Risk Activities.
3.5 Remove proprietary notices or use the Software for commercial services to third parties without proper licensing.
3A. Customer Responsibilities
3A.1 Infrastructure Requirements
Customer shall provide and maintain adequate infrastructure meeting Katonic's published technical specifications, including but not limited to Kubernetes clusters, networking, storage, and security configurations.
3A.2 Model Integration
Customer is solely responsible for obtaining, configuring, and maintaining AI models and ensuring compliance with all applicable model provider terms and licenses.
3A.3 Security Responsibility
Customer bears full responsibility for securing their infrastructure, implementing access controls, and protecting data within their environment.
3A.4 Updates and Maintenance
Customer is responsible for maintaining infrastructure compatibility with Software updates and ensuring adequate backup and disaster recovery procedures.
Section 4 - AI Specific Disclaimers and External Deployment
4.1 AI Output Disclaimers
Katonic does not create or provide the underlying AI models used with the Software. Customer is responsible for validating AI outputs before use and for consequences of their AI model deployment decisions, in conjunction with their chosen AI model providers.
4.2 External Deployment Liability
Customer acknowledges that deploying AI applications for external use involves risks and agrees to implement appropriate governance measures for its specific use case. As the provider of the application to its end users, Customer will defend, indemnify, and hold harmless Katonic against any third-party claims arising from that application, including allegations that it violates applicable laws or third-party rights.
4A. AI GOVERNANCE AND ETHICS
4A.1 AI Model Transparency
Katonic will provide reasonable documentation about the Software's capabilities, limitations, and integration requirements, to the extent commercially feasible.
4A.2 Algorithmic Accountability
Customer acknowledges that AI systems may exhibit unpredictable behaviors and agrees to implement appropriate human oversight mechanisms for high-impact decisions.
4A.3 Regulatory Compliance
Both parties will cooperate to ensure compliance with applicable AI regulations where applicable to Customer's use case.
Katonic does not create or provide the underlying AI models used with the Software. Customer is responsible for validating AI outputs before use and for consequences of their AI model deployment decisions, in conjunction with their chosen AI model providers.
4.2 External Deployment Liability
Customer acknowledges that deploying AI applications for external use involves risks and agrees to implement appropriate governance measures for its specific use case. As the provider of the application to its end users, Customer will defend, indemnify, and hold harmless Katonic against any third-party claims arising from that application, including allegations that it violates applicable laws or third-party rights.
4A. AI GOVERNANCE AND ETHICS
4A.1 AI Model Transparency
Katonic will provide reasonable documentation about the Software's capabilities, limitations, and integration requirements, to the extent commercially feasible.
4A.2 Algorithmic Accountability
Customer acknowledges that AI systems may exhibit unpredictable behaviors and agrees to implement appropriate human oversight mechanisms for high-impact decisions.
4A.3 Regulatory Compliance
Both parties will cooperate to ensure compliance with applicable AI regulations where applicable to Customer's use case.
Section 5 - Data and Privacy
5.1 Data Ownership
Customer owns Customer Materials. Katonic makes no claim to Customer's data or intellectual property created through Software use.
5.2 Data Security
Katonic implements enterprise-grade security including ISO 27001 compliance, with comprehensive data governance and privacy protection measures.
5.3 Customer Data Control
Since the Software operates within Customer's infrastructure, Customer maintains full control over data location, processing, and security measures.
Customer owns Customer Materials. Katonic makes no claim to Customer's data or intellectual property created through Software use.
5.2 Data Security
Katonic implements enterprise-grade security including ISO 27001 compliance, with comprehensive data governance and privacy protection measures.
5.3 Customer Data Control
Since the Software operates within Customer's infrastructure, Customer maintains full control over data location, processing, and security measures.
Section 6 - Third Party Products
The Software may integrate with Third-Party Products. Customer agrees that:
(a) Third-Party Products are not Katonic products
(b) use is subject to third-party terms and Customer's compliance responsibility
(c) Katonic provides no warranties regarding Third-Party Products' security, functionality, or availability.
(a) Third-Party Products are not Katonic products
(b) use is subject to third-party terms and Customer's compliance responsibility
(c) Katonic provides no warranties regarding Third-Party Products' security, functionality, or availability.
Section 7 - Support and Professional Services
During the Subscription Term, Katonic will provide Support in accordance with the Support Policy and multi-tier support response times.
7.1 Software Support
Support is limited to the Katonic platform software functionality. Infrastructure, AI model, or third-party integration issues are outside of scope unless specifically agreed upon and documented in the order form.
7.2 Installation Services
Professional installation services, when provided, are limited to Software deployment and configuration. Customer remains responsible for infrastructure provisioning and third-party service setup.
7.3 Remote Access
Any remote support or installation services are contingent upon Customer providing secure, appropriate access to their environment in accordance with their security policies.
7.4 Professional Services Scope
Professional services are delivered remotely and are limited to Software configuration, integration guidance, and user training. Infrastructure provisioning, third-party service setup, and ongoing system administration are excluded.
7.5 Customer Prerequisites
Professional services delivery requires Customer to have completed all infrastructure prerequisites as specified in the applicable statement of work. Any Professional Services constitute technical assistance, not delivery of final business solutions. Customer retains sole responsibility for testing, validation, and business impact of any AI applications created.
7.1 Software Support
Support is limited to the Katonic platform software functionality. Infrastructure, AI model, or third-party integration issues are outside of scope unless specifically agreed upon and documented in the order form.
7.2 Installation Services
Professional installation services, when provided, are limited to Software deployment and configuration. Customer remains responsible for infrastructure provisioning and third-party service setup.
7.3 Remote Access
Any remote support or installation services are contingent upon Customer providing secure, appropriate access to their environment in accordance with their security policies.
7.4 Professional Services Scope
Professional services are delivered remotely and are limited to Software configuration, integration guidance, and user training. Infrastructure provisioning, third-party service setup, and ongoing system administration are excluded.
7.5 Customer Prerequisites
Professional services delivery requires Customer to have completed all infrastructure prerequisites as specified in the applicable statement of work. Any Professional Services constitute technical assistance, not delivery of final business solutions. Customer retains sole responsibility for testing, validation, and business impact of any AI applications created.
Section 8 - Term and Termination
This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms. Either party may terminate for material breach not cured within 30 days after notice. Katonic may immediately terminate for: (a) Customer's breach of usage restrictions; (b) non-payment beyond 60 days after notice; or (c) use in High Risk Activities.Upon termination, Customer must immediately cease using the Software and may retain outputs created during the license term.
8.1 Customer Data
Upon termination, Customer retains all data and configurations within their infrastructure. Katonic has no access to or responsibility for data removal from Customer's environment.
8.2 Software Removal
Customer may continue using installed Software until the end of the then-current Subscription Term, after which Customer must cease use and may delete the Software from their infrastructure.
8.3 Survival
Sections 5 (Data and Privacy), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 13 (Confidentiality) shall survive termination.
8.1 Customer Data
Upon termination, Customer retains all data and configurations within their infrastructure. Katonic has no access to or responsibility for data removal from Customer's environment.
8.2 Software Removal
Customer may continue using installed Software until the end of the then-current Subscription Term, after which Customer must cease use and may delete the Software from their infrastructure.
8.3 Survival
Sections 5 (Data and Privacy), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 13 (Confidentiality) shall survive termination.
Section 9 - Fees and Payment
Customer will pay fees as specified in Orders. Fees are non-cancellable and non-refundable except as specified herein. Following 14 days' notice, Katonic may suspend access if payments aren't received within 30 days of invoice date.
Section 10 - Warranties and Disclaimers
10.1 Limited Warranties
Katonic warrants that during the first 90 days, the Software will materially conform to Documentation, and Professional Services will be provided with reasonable skill and care.
10.2 Infrastructure Disclaimer
The parties agree that for the Software to perform optimally, it relies on a properly configured and maintained infrastructure. Accordingly, Katonic's support and warranty obligations apply to the Software itself, while Customer is responsible for the performance, security, and availability of its own infrastructure.
10.3 General Disclaimer
Except for express warranties, the software and services are provided "as is." Katonic disclaims all other warranties including merchantability, fitness for particular purpose, and non-infringement.
Katonic warrants that during the first 90 days, the Software will materially conform to Documentation, and Professional Services will be provided with reasonable skill and care.
10.2 Infrastructure Disclaimer
The parties agree that for the Software to perform optimally, it relies on a properly configured and maintained infrastructure. Accordingly, Katonic's support and warranty obligations apply to the Software itself, while Customer is responsible for the performance, security, and availability of its own infrastructure.
10.3 General Disclaimer
Except for express warranties, the software and services are provided "as is." Katonic disclaims all other warranties including merchantability, fitness for particular purpose, and non-infringement.
Section 11 - Limitation of Liability
11.1 Except for Software failure to operate per Documentation, Katonic has no liability related to Customer's reliance on AI outputs or predictions.
11.2 Neither party will be liable for indirect, incidental, special, or consequential damages, loss of revenues, profits, or data.
11.3 Each party's aggregate liability will not exceed the fees paid or payable during the 12 months preceding the claim.
11.4 Nothing limits liability for death/personal injury from negligence, gross negligence, willful misconduct, confidentiality breaches, indemnification obligations, or Customer's breach of usage restrictions and payment obligations.
11.2 Neither party will be liable for indirect, incidental, special, or consequential damages, loss of revenues, profits, or data.
11.3 Each party's aggregate liability will not exceed the fees paid or payable during the 12 months preceding the claim.
11.4 Nothing limits liability for death/personal injury from negligence, gross negligence, willful misconduct, confidentiality breaches, indemnification obligations, or Customer's breach of usage restrictions and payment obligations.
Section 12 - Indemenification
12.1 Katonic IndemnificationKatonic will defend and indemnify Customer against third-party claims that the Software infringes patents, copyrights, trademarks, or trade secrets, provided Customer gives prompt notice, allows Katonic control of defense, and provides reasonable assistance.
12.2 Customer IndemnificationCustomer will defend and indemnify Katonic against claims arising from: (a) Customer Materials infringing third-party rights
(b) Software outputs violating third-party rights in external deployments
(c) Customer's use in violation of this Agreement; or (d) use in High Risk Activities.
12.2 Customer IndemnificationCustomer will defend and indemnify Katonic against claims arising from: (a) Customer Materials infringing third-party rights
(b) Software outputs violating third-party rights in external deployments
(c) Customer's use in violation of this Agreement; or (d) use in High Risk Activities.
Section 13 - Indemenification
Each party agrees to:
(a) not use the other's Confidential Information outside this Agreement; (b) not disclose to third parties except on need-to-know basis; and (c) use reasonable protective measures. Obligations don't apply to information that is public through no breach, rightfully known prior to disclosure, or independently developed.
(a) not use the other's Confidential Information outside this Agreement; (b) not disclose to third parties except on need-to-know basis; and (c) use reasonable protective measures. Obligations don't apply to information that is public through no breach, rightfully known prior to disclosure, or independently developed.
Section 14 - General Provisions
14.1 Governing Law
Customer agrees to the terms set forth in the Local Law Addendum applicable to Customer’s Account Country, if any. In the event of a conflict with the terms of the main body of this Agreement, the terms of the Local Law Addendum will control.
14.2 Assignment
Neither party may assign without consent, except to Affiliates or in connection with merger or acquisition.
14.3 Entire Agreement
This Agreement and Orders constitute the complete agreement and supersede all prior agreements.
14.4 Modifications
Katonic may modify this Agreement with notice. Modifications take effect at Customer's next Subscription Term, and continued use constitutes acceptance.
14.5 Insurance
Katonic maintains professional liability insurance with $1 million per claim and $4 million aggregate limits.
14.6 Export Controls
Both parties will comply with applicable export control laws, including AI technology export restrictions.
14.7 Notices
Notices to Katonic: legal@katonic.ai. Notices to Customer: billing email address on Order Form.
14.8 Force Majeure
Neither party will be liable for delays or failures due to causes beyond their reasonable control, including natural disasters, government actions, or infrastructure failures.
Customer agrees to the terms set forth in the Local Law Addendum applicable to Customer’s Account Country, if any. In the event of a conflict with the terms of the main body of this Agreement, the terms of the Local Law Addendum will control.
14.2 Assignment
Neither party may assign without consent, except to Affiliates or in connection with merger or acquisition.
14.3 Entire Agreement
This Agreement and Orders constitute the complete agreement and supersede all prior agreements.
14.4 Modifications
Katonic may modify this Agreement with notice. Modifications take effect at Customer's next Subscription Term, and continued use constitutes acceptance.
14.5 Insurance
Katonic maintains professional liability insurance with $1 million per claim and $4 million aggregate limits.
14.6 Export Controls
Both parties will comply with applicable export control laws, including AI technology export restrictions.
14.7 Notices
Notices to Katonic: legal@katonic.ai. Notices to Customer: billing email address on Order Form.
14.8 Force Majeure
Neither party will be liable for delays or failures due to causes beyond their reasonable control, including natural disasters, government actions, or infrastructure failures.
Section 15 - Technical Requirements
15.1 Minimum Requirements
Customer must maintain infrastructure meeting Katonic's published minimum technical requirements for the Software version in use.
15.2 Compatibility
Katonic is not responsible for Software performance issues resulting from inadequate or incompatible infrastructure, or conflicts with Customer's other software or configurations.
Customer must maintain infrastructure meeting Katonic's published minimum technical requirements for the Software version in use.
15.2 Compatibility
Katonic is not responsible for Software performance issues resulting from inadequate or incompatible infrastructure, or conflicts with Customer's other software or configurations.
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