Katonic Terms & Conditions

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 the Katonic Contracting Entity specified in Section 21 (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.

Affiliate: means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with such party, or which is a wholly owned subsidiary of such party, where "control" means owning, directly or indirectly, at least 51% of the equity securities or equity interests of such entity.

APIs: means any application programming interfaces to the Software specified for the Customer's use in the Documentation or Order.

Credentials: means user login name, passwords, accounts, license keys, or other Software access mechanisms provided by Katonic.

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.

Partner: means an entity that has been legally authorised by Katonic to resell the whole or any part of the Software.

Professional Services: means any training, enablement, consulting, support, or other technical services provided related to the Software, as identified in an Order.

Scope of Use: means Customer's authorised scope of use for the Software specified in the applicable Order, which may include any user, copy, instance, or other restrictions.

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.

User: means any employee (permanent and temporary) or contractor of Customer or its Affiliates that Customer allows to use the Software on its behalf.

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.

Only Users may access or use the Software. Each User must keep its Credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and actions taken through their Credentials. The customer will promptly notify Katonic if it becomes aware of any compromise of its Credentials.

Customer shall not, and shall not permit others to:

4.1: Reverse engineer, decompile, disassemble, modify, or create derivative works from the Software, except as permitted by law with 30 days' prior notice to Katonic.

4.2: Use the Software to build, support, or assist third parties in building products or services competitive to Katonic.

4.3: 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.

4.4: 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.

4.5: Remove proprietary notices or use the Software for commercial services to third parties without proper licensing.

5.1 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.

5.2 Model Integration: Customer is solely responsible for obtaining, configuring, and maintaining AI models and ensuring compliance with all applicable model provider terms and licenses.

5.3 Security Responsibility: Customer bears full responsibility for securing their infrastructure, implementing access controls, and protecting data within their environment.

5.4 Updates and Maintenance: Customer is responsible for maintaining infrastructure compatibility with Software updates and ensuring adequate backup and disaster recovery procedures.

6.1: Customer may receive access to the Software (or Software features) as a no-fee, trial, alpha, beta, or early access offering ("Evaluation Software"). Unless otherwise agreed, use of the Evaluation Software is only for Customer's internal evaluation for 30 days from the date Customer is first granted access to the Evaluation Software.

6.2: Any Models generated by Customer using the Evaluation Software may only be used to evaluate the features and functions of the Evaluation Software and not used to make decisions on any other Customer business issues. Upon conclusion of the evaluation, Customer shall cease use of and destroy all such Models unless Customer purchases the Software within three months of access to the Evaluation Software ends.

6.3: Katonic may cancel Customer's access to the Evaluation Software or modify the Evaluation Software at any time. No warranty, availability, Maintenance, or Support obligations of Katonic will apply to Evaluation Software.

6.4: Customer agrees to provide feedback related to the Evaluation Software as reasonably requested by Katonic. Customer grants to Katonic, without charge, the fully paid-up, perpetual right to exploit such feedback for development of its business, products, and services so long as such exploitation does not identify Customer as the source of the feedback.

6.5: Other than for a breach of Section 4 (Usage Restrictions), each party's liability in connection with Customer's use of any Evaluation Software will not exceed US $500.

7.1 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.

7.2 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.

7.3 AI Governance and Ethics:

(a) AI Model Transparency: Katonic will provide reasonable documentation about the Software's capabilities, limitations, and integration requirements, to the extent commercially feasible.

(b) Algorithmic Accountability: Customer acknowledges that AI systems may exhibit unpredictable behaviors and agrees to implement appropriate human oversight mechanisms for high-impact decisions.

(c) Regulatory Compliance: Both parties will cooperate to ensure compliance with applicable AI regulations where applicable to Customer's use case.

8.1 Data Ownership: Customer owns Customer Materials. Katonic makes no claim to Customer's data or intellectual property created through Software use.

8.2 Data Security: Katonic implements enterprise-grade security including ISO 27001 compliance, with comprehensive data governance and privacy protection measures.

8.3 Customer Data Control: Since the Software operates within Customer's infrastructure, Customer maintains full control over data location, processing, and security measures.

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; and (c) Katonic provides no warranties regarding Third-Party Products' security, functionality, or availability.

During the Subscription Term, Katonic will provide Support in accordance with the Support Policy and multi-tier support response times.

10.1 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.

10.2 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.

10.3 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.

10.4 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.

10.5 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.

The Intellectual Property (IP) of any application developed by the Customer using the Katonic shall belong exclusively to the Customer. Katonic retains all IP rights related to the Software, platform improvements, and related Katonic technology. Each party retains all rights to their respective pre-existing IP. Customer Materials provided to Katonic remain the property of the Customer. If Customer provides Katonic with feedback or suggestions regarding the Software or other Katonic offerings, Katonic may use the feedback or suggestions without restriction or obligation. Neither party grants the other any rights or licenses not expressly set out in this Agreement.

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.

12.1 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.

12.2 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.

12.3 Survival: Sections 8 (Data and Privacy), 11 (Intellectual Property), 14 (Confidentiality), 15 (Warranties and Disclaimers), 16 (Limitation of Liability), and 17 (Indemnification) shall survive termination.

Customer will pay fees as specified in Orders. Fees are non-cancellable and non-refundable except as specified herein. All fees are exclusive of any sales, excise, export, import, value added, or similar tax ("Tax"). Katonic shall show any applicable Tax as a separate item on its invoice to Customer. Customer will be invoiced in advance for the fees for the Software, Professional Services, and any applicable Tax annually in advance unless otherwise set out in the Order. Customer shall pay invoices within 30 days of the invoice date unless disputed in good faith. Following 14 days' notice, Katonic may suspend access if payments aren't received within 30 days of the invoice date. All amounts due under this Agreement shall be paid by Customer in full without any set-off, counterclaim, deduction, or withholding.

14.1: "Confidential Information" means all information of a party or its Affiliates ("Discloser") disclosed to the other party ("Recipient") that is identified as confidential at the time of disclosure or should be reasonably known by the Recipient to be confidential due to the nature of the information and the circumstances surrounding the disclosure.

14.2: The Recipient shall: (a) not use the Discloser's Confidential Information for any purpose outside of this Agreement, (b) not disclose such Confidential Information to any person or entity other than on a need-to-know basis, (c) ensure that anyone Confidential Information is disclosed to is bound by written obligations of confidentiality in place with the Recipient, and (d) use reasonable measures to protect the confidentiality of such Confidential Information.

14.3: If the Recipient is required by applicable law, court order, or the rules of a stock exchange on which it is listed to make any disclosure of such Confidential Information, it will first, if legally permitted, give written notice to the Discloser.

14.4: Confidential Information will not include information that the Recipient can show (a) was rightfully in its possession or known to it prior to receipt without any restriction on its disclosure; (b) is or becomes publicly known through no breach of this Agreement; (c) is independently developed without the use of the other party's Confidential Information; or (d) is rightfully obtained from a third party without breach of any confidentiality obligation.

15.1 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. In the event of a breach of the Software warranty, Customer's sole remedy is that Katonic shall use commercially reasonable efforts to correct any reproducible non-conformity. If such efforts are unsuccessful within 30 days of written notice, Customer may terminate the license to the affected Software and Katonic will provide a refund of the license fees paid in advance for the remainder of the Subscription Term.

15.2 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.

15.3 GENERAL DISCLAIMER: EXCEPT FOR EXPRESS WARRANTIES, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS." KATONIC DISCLAIMS ALL OTHER WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

16.1: Except for Software failure to operate per Documentation, Katonic has no liability related to Customer's reliance on AI outputs or predictions.

16.2: NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF REVENUES, PROFITS, OR DATA.

16.3: EACH PARTY'S AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE DURING THE 12 MONTHS PRECEDING THE CLAIM.

16.4: 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.

17.1 Katonic Indemnification: Katonic 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.

17.2 Customer Indemnification: Customer 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.

If Customer makes any purchases through an authorised partner of Katonic ("Partner"):

(a): Instead of paying Katonic, Customer will pay the applicable amounts to the Partner, as agreed between Customer and the Partner.

(b): Customer order details will be as stated in the order placed between Partner and Customer and communicated to Katonic.

(c): Partners are not authorised to modify this Agreement or make any promises or commitments on Katonic's behalf.

(d): The amount paid by the Partner to Katonic for Customer's use of the Software will be deemed the amount paid under this Agreement for purposes of calculating the liability cap and any refunds.

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.

20.1 Minimum Requirements: Customer must maintain infrastructure meeting Katonic's published minimum technical requirements for the Software version in use.

20.2 Compatibility: Katonic is not responsible for Software performance issues resulting from inadequate or incompatible infrastructure, or conflicts with Customer's other software or configurations.

The Katonic Contracting Entity, the governing law in any action related to this Agreement and which courts have jurisdiction over any such action, depend on Customer's Account Country. This Agreement is governed by the applicable governing law indicated below without regard to conflicts of laws provisions. Both parties submit to the personal jurisdiction of the applicable courts indicated below.

22.1 Entire Agreement: This Agreement and Orders constitute the complete agreement and supersede all prior agreements.

22.2 Modifications: Katonic may modify this Agreement with notice. Modifications take effect at Customer's next Subscription Term, and continued use constitutes acceptance.

22.3 Notices: Notices to Katonic should be sent to legal@katonic.ai. Notices to Customer will be sent to the billing email address on the Order Form.

22.4 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.

22.5 Assignment: Neither party may assign without consent, except to Affiliates or in connection with a merger or acquisition.

22.6 Insurance: Katonic maintains professional liability insurance with $1 million per claim and $4 million aggregate limits.

22.7 Export Controls: Both parties will comply with applicable export control laws, including AI technology export restrictions.

22.8 Severability: If the whole or any part of a provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will be unaffected.

22.9 Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy.

22.10 Independent Contractor: Katonic is an independent contractor and not an employee of Customer.

22.11 Use of Name and Logo: Customer agrees that Katonic may refer to Customer by its trade name and logo, and may briefly describe Customer's business, in Katonic's marketing materials and website.