Agreement to terms
These Terms of Service (the "Terms") form a legal agreement between you and Katonic AI Inc, a Delaware corporation ("Katonic," "we," or "us"). If you are accessing the Services on behalf of a company or other legal entity (a "Customer"), you represent that you have authority to bind that entity. In that case, "you" and "your" refer to that entity.
If you do not agree to these Terms, do not use the Services. If you have a separate written agreement with Katonic (an "Order Form" or "Master Services Agreement"), that agreement controls in any conflict with these Terms.
1. The Services
1.1 What we provide
The "Services" mean the Katonic platform - including but not limited to Workroom, Studio, Control Room, Marketplace, AI Cloud, the AI Gateway, Knowledge Engine, MCP Server, Public API, and any software, documentation, sandbox environments, support, and updates we provide.
1.2 Plans and tiers
The Services are offered under three tiers (Team, Business, Sovereign) plus a 30-day evaluation Sandbox. Capacity, features, support, and isolation differ by tier. Your specific entitlements are described in your Order Form or in the published tier description in effect at the time you signed.
1.3 Updates and modifications
We continuously improve the Services. We may add, modify, or remove features. We will not materially decrease core functionality you are paying for during your committed term without providing reasonable notice and a path to remediation.
2. Your account
2.1 Registration
You must provide accurate and complete information when creating an account. You are responsible for maintaining the security of your credentials and for all activity under your account.
2.2 Authorized users
If you are a Customer, you may invite individual users (employees, contractors, or end users) within the seat limits of your tier. You are responsible for the conduct of your users and for ensuring they comply with these Terms.
2.3 Notification of unauthorized use
You must notify us immediately at support@katonic.ai of any unauthorized access or use of your account.
3. Acceptable use
You agree not to use the Services to:
- Violate any applicable law or regulation, including export controls and sanctions
- Infringe intellectual property, privacy, publicity, or other rights of any third party
- Generate, distribute, or facilitate child sexual abuse material, non-consensual intimate imagery, or content that incites or threatens violence
- Attempt to bypass usage limits, rate limits, or security controls
- Reverse engineer, decompile, or attempt to extract the source code of the Services, except as expressly permitted by law
- Use the Services to develop a product or service that competes with Katonic
- Probe, scan, or test the vulnerability of any system without authorization (see our coordinated disclosure program)
- Engage in activity that imposes an unreasonable load on infrastructure or that interferes with other customers' use
We may suspend or terminate access for violations of this section, with notice when practical.
4. Customer data
4.1 Ownership
You retain all rights, title, and interest in and to data you put into the Services, including content created by your authorized users and outputs generated by your agents using your data ("Customer Data"). We claim no ownership over Customer Data.
4.2 Our use of Customer Data
We process Customer Data solely as a processor on your behalf, in accordance with our Data Processing Agreement (DPA), which is incorporated into your Order Form. We do not use your Customer Data to train Katonic models or any third-party models, except where you specifically configure a fine-tuning job using your data within your own deployment.
4.3 Backup and retention
You are responsible for backing up Customer Data appropriate to your needs. The Services include audit log retention by tier (90 days, 7 years, indefinite). On termination, we provide an export window of 30 days before deletion.
4.4 Sovereign deployments
For Sovereign tier deployments installed on Customer infrastructure, Customer is the controller of all data and Katonic has no operational access without explicit, audit-logged Customer authorization.
5. Intellectual property
5.1 Our IP
The Services, including all software, documentation, designs, and content we provide (excluding Customer Data and customer-created content), are owned by Katonic and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Services during your subscription term as described in your Order Form.
5.2 Feedback
If you provide feedback about the Services, we may use it without restriction or compensation. We will not identify you in connection with any feedback without your consent.
5.3 Open source components
The Services include open-source software components, each governed by its own license. A list is published in our documentation.
6. Fees and payment
6.1 Fees
You pay the fees specified in your Order Form. Unless otherwise stated, fees are quoted in USD and are exclusive of taxes. GPU and fine-tuning compute costs are billed at passthrough cost from the underlying cloud provider or based on your hardware amortization schedule.
6.2 Billing and term
Annual subscriptions are invoiced annually in advance. Monthly subscriptions are charged monthly. Sovereign deployments may be invoiced quarterly or annually as agreed in the Order Form.
6.3 Late payment
Past-due amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. We may suspend the Services for amounts more than 30 days overdue.
6.4 Tax
You are responsible for taxes other than those imposed on Katonic's net income.
7. Warranties and disclaimers
7.1 Mutual warranties
Each party warrants that it has the authority to enter into these Terms.
7.2 Service warranty
We warrant that the Services will perform materially in accordance with the documentation. If we breach this warranty, we will use commercially reasonable efforts to fix the issue, and if we cannot, we will refund pre-paid fees for the affected period. This is your exclusive remedy for breach of warranty.
7.3 Disclaimer
EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, KATONIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT MODEL OUTPUTS WILL BE ACCURATE.
7.4 AI output disclaimer
The Services include access to large language models and other AI models. Model outputs may be incorrect, biased, or otherwise inappropriate. You are responsible for evaluating and validating model outputs before relying on them, especially for high-stakes use cases such as medical, legal, financial, or safety-critical decisions. The Services include guardrails, evaluation, and audit capabilities to help you manage these risks - using them is your responsibility.
8. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO KATONIC IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this section do not apply to: (a) breach of confidentiality obligations, (b) indemnification obligations, (c) breach of acceptable use, or (d) liabilities that cannot be limited by law.
9. Indemnification
9.1 By Katonic
We will defend you against third-party claims that the Services as provided infringe a valid US, EU, or UK patent, copyright, or trademark, and we will pay any settlement we agree to or final judgment awarded.
9.2 By Customer
You will defend Katonic against claims arising from (a) Customer Data, (b) your violation of acceptable use, or (c) outputs of agents you build using the Services that violate third-party rights.
9.3 Procedure
The indemnified party must promptly notify the indemnifying party of any claim, give the indemnifying party sole control of the defense, and provide reasonable cooperation. The indemnifying party may not settle a claim that imposes any obligation on the indemnified party without consent.
10. Confidentiality
Each party may disclose Confidential Information to the other in connection with the Services. The receiving party will use the same care it uses to protect its own confidential information (no less than reasonable care), use the information only for the purposes of these Terms, and not disclose it to third parties except subprocessors or advisors bound by similar obligations.
11. Term and termination
11.1 Term
These Terms apply from when you accept them until terminated. Subscription terms are stated in your Order Form.
11.2 Termination for cause
Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Either party may terminate immediately if the other party becomes insolvent or files for bankruptcy.
11.3 Effect of termination
On termination: (a) your right to use the Services ends immediately, (b) we provide a 30-day export window for Customer Data, (c) you pay any unpaid fees, and (d) provisions that by their nature should survive (IP, confidentiality, indemnification, liability, governing law) survive.
12. Governing law and disputes
These Terms are governed by the laws of [jurisdiction to be confirmed by legal team based on Customer's region], without regard to conflict of laws principles.
Any dispute will first be addressed through good-faith negotiation between executive sponsors of both parties for at least 30 days. If unresolved, disputes will be resolved by binding arbitration under the rules of [arbitration body to be confirmed], except that either party may seek injunctive relief in court for IP or confidentiality violations.
13. General provisions
13.1 Assignment
Neither party may assign these Terms without the other party's consent, except in connection with a merger, acquisition, or sale of substantially all assets. Any other assignment is void.
13.2 Notices
Notices to Katonic must be sent to legal@katonic.ai with a copy by mail to our registered office. Notices to you may be sent to the email address associated with your account.
13.3 Entire agreement
These Terms, together with any Order Form, DPA, and other documents incorporated by reference, constitute the entire agreement and supersede all prior agreements on the subject.
13.4 Modifications
We may modify these Terms by posting the updated version at this URL. Material changes take effect 30 days after posting. Your continued use after that period constitutes acceptance.
13.5 Severability and waiver
If any provision is held unenforceable, the remaining provisions remain in effect. A waiver of any breach is not a waiver of any subsequent breach.
13.6 Force majeure
Neither party is liable for delays caused by events beyond its reasonable control, provided the affected party uses commercially reasonable efforts to mitigate the impact.
14. Contact
Questions about these Terms:
- General:
legal@katonic.ai - Sales and Order Forms:
sales@katonic.ai - Security and abuse:
support@katonic.ai - Privacy and data subject rights:
support@katonic.ai