Terms of Use

1. Introduction

These Terms of Use ("Terms") constitute a legally binding agreement between KANU AI CORP ("KANU," "we," "us," or "our") and you or the entity you represent ("you," "your," or "Customer") governing your access to and use of getkanu.com and the Service (as defined in Section 15). By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Enterprise Agreements Control

If your organization has a separate written agreement with KANU (such as a master services agreement, order form, and/or data processing addendum) (an "Enterprise Agreement"), that Enterprise Agreement governs your organization's use of the Service and will control over these Terms in the event of a conflict.

These Terms primarily govern use of our public website and any evaluation, trial, or non-enterprise access that is not covered by an Enterprise Agreement.

3. Service

3.1 Access and Use: During the subscription period, Customer may access and use the Cloud Service and Documentation for its internal business purposes. The Cloud Service operates within Customer's cloud accounts; no Customer Content will be transmitted outside Customer's designated environment except for minimal telemetry necessary for security monitoring, billing, and support purposes.

3.2 Cloud Environment Costs: Customer is solely responsible for all cloud hosting, compute, storage, networking, and model inference charges incurred in Customer's cloud accounts. KANU does not monitor, limit, or control Customer's cloud usage or spending.

3.3 User Accounts: Customer is responsible for all actions taken on Users' accounts and for Users' compliance with these Terms. Customer must protect the confidentiality of account credentials and promptly notify KANU of any suspected fraudulent or unauthorized activity.

3.4 Feedback and Usage Data: Any Feedback is provided "AS IS" and KANU may use it freely without obligation. KANU may collect and analyze Usage Data to improve its products and services, but will only disclose Usage Data in aggregated, non-identifying form.

3.5 Customer Content: KANU may use Customer Content solely as necessary to provide and maintain the Product. Customer is responsible for the accuracy and legality of Customer Content.

4. Restrictions & Obligations

4.1 Restrictions on Customer: Customer will not, and will not permit any User or third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Product
• Sublicense, sell, resell, transfer, or distribute the Product
• Remove or modify proprietary notices from the Product
• Create derivative works based on the Product
• Conduct security testing without KANU's prior written permission
• Access or use the Product in ways that exceed authorized scope
• Use the Product to develop competing products or services
• Use the Product for High Risk Activities
• Access networks, accounts, or data without authorization
• Submit content without proper rights or permissions

4.2 Suspension: KANU may suspend Customer's access to the Product if: (a) Customer's account balance is overdue by more than 30 days; (b) Customer breaches the restrictions above; or (c) KANU reasonably determines that Customer's use is harmful to KANU, other customers, or third parties. KANU will attempt to provide notice before suspension when practical.

5. Privacy & Security

5.1 Personal Data: If Customer submits Personal Data governed by the GDPR or other Applicable Data Protection Laws, a Data Processing Addendum ("DPA") is required. In the event of a conflict between these Terms and the DPA, the DPA terms will control with respect to the processing of Personal Data.

5.2 Prohibited Data: Customer will not submit Prohibited Data to the Service, including: protected health information (PHI) under HIPAA, financial account numbers, Social Security numbers or government-issued identification numbers, GDPR special categories of data, or other sensitive data unless specifically authorized in writing by KANU.

6. Payment & Taxes

• All Fees are stated in U.S. dollars and are exclusive of applicable taxes
• All Fees are non-refundable except as expressly stated in these Terms
• Usage-based Fees are invoiced monthly in arrears
• Customer is responsible for all taxes, duties, and levies except for taxes based on KANU's net income
• Payment disputes must be raised in writing before the payment due date or within 30 days of automatic payment processing

7. Term & Termination

7.1 Termination for Cause: Either party may terminate these Terms: (a) upon 30 days' written notice if the other party materially breaches and fails to cure within 30 days; (b) immediately upon written notice for incurable breach; (c) if the other party is dissolved or ceases operations; or (d) upon the other party's insolvency, bankruptcy, or similar proceedings.

7.2 Termination for Commercial Impracticability: Either party may terminate upon 30 days' written notice if continued performance becomes commercially impracticable. The parties will cooperate in good faith to facilitate transition.

7.3 Force Majeure Termination: Either party may terminate if a Force Majeure Event prevents performance for 30 or more consecutive days.

7.4 Effect of Termination: Upon termination: (a) Customer's right to access and use the Product ceases; (b) upon request, KANU will delete Customer Content within 60 days; (c) each party will return or destroy the other party's Confidential Information; and (d) KANU may invoice for any outstanding Fees.

7.5 Survival: The following sections survive termination: Definitions, Payment & Taxes, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, and General Terms.

8. Representations & Warranties

8.1 Mutual Warranties: Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) it is validly organized and in good standing; and (c) it will comply with all Applicable Laws.

8.2 Customer Warranties: Customer represents and warrants that it has all necessary rights to submit Customer Content and authorize KANU's use thereof.

8.3 KANU Warranties: KANU warrants that it will not materially reduce the general functionality of the Cloud Service during Customer's subscription period.

8.4 Remedy: If a party believes the other has breached a warranty, it must provide written notice and a 45-day opportunity to cure. If the breach remains uncured, the non-breaching party may terminate and, in the case of KANU's breach, receive a prorated refund of prepaid Fees.

9. Disclaimer of Warranties

THE PRODUCT IS PROVIDED "AS IS" AND "AS AVAILABLE." KANU DOES NOT GUARANTEE THAT THE PRODUCT WILL BE SAFE, SECURE, ERROR-FREE, OR UNINTERRUPTED. THESE DISCLAIMERS DO NOT APPLY TO CLAIMS ARISING FROM CUSTOMER'S MISUSE OF THE PRODUCT OR FROM THIRD-PARTY PRODUCTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KANU DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Liability Cap: KANU'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE 2-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

10.2 Damages Waiver: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

10.3 Exceptions: The limitations above do not apply to: (a) breaches of confidentiality obligations; (b) violations of intellectual property rights; or (c) any liability that cannot be limited under Applicable Law.

11. Indemnification

11.1 By KANU: KANU will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Product infringes such third party's intellectual property rights.

11.2 By Customer: Customer will defend, indemnify, and hold harmless KANU from third-party claims arising from: (a) Customer Content; or (b) Customer's violation of these Terms.

11.3 Procedure: The indemnified party must: (a) provide prompt written notice of the claim; (b) provide reasonable assistance; and (c) give the indemnifying party sole control of the defense and settlement.

11.4 Exclusions: KANU's indemnification obligations do not apply to claims arising from: (a) Customer's unauthorized modifications to the Product; (b) use of the Product in violation of these Terms; (c) combination with third-party products not provided by KANU; or (d) use of a Product version when a newer, non-infringing version was available.

12. Confidentiality

Customer agrees to: (a) use KANU's Confidential Information solely to exercise rights and perform obligations under these Terms; and (b) not disclose KANU's Confidential Information to third parties except as permitted herein. "Confidential Information" includes non-public information about the Product, pricing, technical specifications, and business operations disclosed by KANU.

Confidential Information does not include information that: (a) was already known to Customer without restriction; (b) becomes publicly available through no fault of Customer; (c) is received by Customer from a third party without restriction; or (d) is independently developed by Customer without use of Confidential Information.

Customer may disclose Confidential Information: (a) to its employees, contractors, and advisors who need to know and are bound by confidentiality obligations; and (b) as required by law, provided that Customer gives KANU reasonable notice to seek protective relief.

13. Reservation of Rights

KANU retains all right, title, and interest in and to the Product, including all intellectual property rights therein. No rights are granted except as expressly set forth in these Terms.

Customer retains all right, title, and interest in and to Customer Content. Customer grants KANU a limited, non-exclusive license to use Customer Content solely to provide and maintain the Product.

14. General Terms

• Entire Agreement: These Terms constitute the entire agreement between the parties and supersede all prior agreements, representations, and statements. Customer's purchase order terms do not apply.
• Modifications: These Terms may only be modified in writing signed by both parties or by KANU posting updated terms to getkanu.com.
• Severability: If any provision is held invalid, the remaining provisions remain in full force and effect.
• Governing Law: These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of state and federal courts in Delaware.
• Injunctive Relief: Either party may seek injunctive relief for breaches of intellectual property rights or confidentiality obligations.
• Assignment: Neither party may assign these Terms without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Beta Products: Beta Products are provided "AS IS" and may be modified, discontinued, or removed at any time without notice or liability.
• Notices: Notices must be in writing and sent to the addresses specified by each party.
• Independent Contractors: The parties are independent contractors and nothing in these Terms creates a partnership, agency, or joint venture.
• No Third-Party Beneficiaries: These Terms do not confer any rights on third parties.
• Force Majeure: Neither party is liable for delays caused by Force Majeure Events, except that this does not excuse payment obligations.
• Export Controls: Customer will comply with all applicable export control laws and regulations. Customer represents that it is not located in an Embargoed Country.
• Government Rights: The Product is commercial computer software under FAR 12.212 and DFAR 227.7202.
• Anti-Bribery: Each party will comply with applicable anti-bribery laws, including the FCPA and UK Bribery Act.
• Insurance: KANU maintains commercially reasonable insurance coverage.

15. Definitions

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Applicable Data Protection Laws" means all data protection and privacy laws applicable to the processing of Personal Data, including GDPR, CCPA, and similar laws.
• "Applicable Laws" means all laws, regulations, and rules applicable to a party's performance under these Terms.
• "Beta Product" means any Product or feature identified as alpha, beta, preview, early access, or similar designation.
• "Cloud Service" means KANU's hosted software-as-a-service platform.
• "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential.
• "Customer Content" means data, files, code, and materials submitted by Customer to the Product.
• "Documentation" means KANU's user guides and technical documentation for the Product.
• "Embargoed Country" means any country subject to U.S. trade sanctions or embargoes.
• "Feedback" means suggestions, enhancement requests, or other feedback regarding the Product.
• "Fees" means all fees payable by Customer under these Terms.
• "Force Majeure Event" means acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government, epidemics, or other events beyond a party's reasonable control.
• "GDPR" means the General Data Protection Regulation (EU) 2016/679.
• "High Risk Activity" means use in nuclear facilities, air traffic control, life support systems, or other activities where failure could lead to death or serious injury.
• "Personal Data" has the meaning given in Applicable Data Protection Laws.
• "Product" means the Cloud Service and Documentation collectively.
• "Prohibited Data" means data that Customer is prohibited from submitting under Section 5.2.
• "Usage Data" means data about Customer's use of the Product, excluding Customer Content.
• "User" means individuals authorized by Customer to access the Product.

16. Contact

Questions about these Terms can be sent to: