Terms of Use

1. Introduction

These Terms of Use constitute a legally binding agreement between KANU AI CORP and you, governing your access to and use of getkanu.com and the Service.

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

Customers may access the Cloud Service for internal business purposes within their cloud accounts. Minimal telemetry necessary for security monitoring, billing, and support purposes is transmitted externally.

3.2 Cloud Environment Costs

The customer bears all costs for cloud hosting, compute, storage, networking, and model inference charges.

3.3 User Accounts

Customers are responsible for all account actions and must protect credential confidentiality.

3.4 Feedback and Usage Data

Feedback is provided "AS IS" without obligation. Usage data may be collected and disclosed in aggregated, non-identifying form.

3.5 Customer Content

KANU uses customer content only to provide and maintain the product.

4. Restrictions & Obligations

4.1 Restrictions

Customers cannot:

• Reverse engineer, sublicense, sell, or modify the Service
• Create derivative works from the Service
• Conduct security testing without written permission
• Exceed authorized scope of use
• Develop competing products using the Service
• Use for high-risk activities
• Submit unauthorized content

4.2 Suspension

Access may be suspended for overdue accounts (30+ days), breaches, or harmful use.

5. Privacy & Security

5.1 Personal Data

GDPR-governed data requires a Data Processing Addendum controlling personal data processing.

5.2 Prohibited Data

Customers cannot submit PHI, financial account numbers, SSNs, GDPR special categories, or other sensitive data without written authorization.

6. Payment & Taxes

• Fees stated in U.S. dollars, exclusive of taxes
• Non-refundable except as stated
• Monthly usage-based invoicing in arrears
• Customer responsible for all taxes except those on KANU's income
• Payment disputes must be raised before due date or within 30 days

7. Term & Termination

7.1 Termination for Cause

Either party may terminate with 30 days' notice for material breach (with 30-day cure period), immediately for incurable breach, upon dissolution, or insolvency.

7.2 Commercial Impracticability

30 days' notice terminates if performance becomes commercially impracticable.

7.3 Force Majeure

Termination allowed if force majeure prevents performance for 30+ consecutive days.

7.4 Effect

Upon termination, access ceases, customer content deletion occurs within 60 days upon request, confidential information is returned/destroyed, and outstanding fees are invoiced.

7.5 Survival

Definitions, Payment & Taxes, Confidentiality, Warranty Disclaimers, Liability Limitations, Indemnification, and General Terms survive termination.

8. Representations & Warranties

8.1 Mutual

Each party warrants legal authority to enter the agreement, valid organization status, and compliance with applicable laws.

8.2 Customer

Warrants having rights to submit customer content.

8.3 KANU

Warrants not materially reducing cloud service functionality during subscription.

8.4 Remedy

Written notice and 45-day cure opportunity required. Uncured breach allows termination and prorated refund (KANU breach only).

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.

All implied warranties are disclaimed to the maximum extent permitted by law.

10. Limitation of Liability

10.1 Liability Cap

KANU's total aggregate liability will not exceed the total fees paid during the 2-month period immediately preceding the claim.

10.2 Damages Waiver

Neither party is liable for lost profits, revenues, goodwill, or consequential, special, indirect, or punitive damages.

10.3 Exceptions

Limitations don't apply to confidentiality breaches, IP violations, or non-limitable liability.

11. Indemnification

11.1 By KANU

KANU defends customer against third-party IP infringement claims.

11.2 By Customer

Customer defends KANU against claims from customer content or term violations.

11.3 Procedure

Indemnified party must provide prompt notice, assistance, and allow sole control of defense.

11.4 Exclusions

KANU's obligation doesn't apply to unauthorized modifications, term violations, third-party product combinations, or outdated versions.

12. Confidentiality

Customers must use confidential information solely for exercising rights/obligations and cannot disclose to third parties except employees, contractors, advisors under confidentiality obligations, or when legally required (with notice).

Confidential Information excludes pre-known information, publicly available information, third-party received information, or independently developed information.

13. Reservation of Rights

KANU retains all product rights and IP. Customers retain content ownership but grant KANU a limited, non-exclusive license for product provision/maintenance.

14. General Terms

• Entire Agreement: These terms supersede prior agreements; customer purchase orders don't apply.
• Modifications: Only valid through signed writing or KANU posting updated terms.
• Severability: Invalid provisions don't affect remaining terms.
• Governing Law: Delaware law governs; Delaware courts have exclusive jurisdiction.
• Injunctive Relief: Available for IP/confidentiality breaches.
• Assignment: Requires written consent except for mergers, acquisitions, or asset sales.
• Beta Products: Provided "AS IS," may be modified/discontinued without notice/liability.
• Notices: Must be in writing at specified addresses.
• Independent Contractors: Parties are independent contractors; no partnership created.
• No Third-Party Beneficiaries: Terms don't confer third-party rights.
• Force Majeure: Neither party liable for force majeure delays, except payment obligations.
• Export Controls: Customer must comply with export laws and confirms non-embargoed location.
• Government Rights: Product is commercial software under FAR 12.212 and DFAR 227.7202.
• Anti-Bribery: Compliance with FCPA and UK Bribery Act required.
• Insurance: KANU maintains commercially reasonable coverage.

15. Definitions

• Affiliate: Entity controlling, controlled by, or under common control.
• Applicable Data Protection Laws: GDPR, CCPA, and similar laws.
• Applicable Laws: All relevant laws and regulations.
• Beta Product: Alpha, beta, preview, early access features.
• Cloud Service: KANU's hosted SaaS platform.
• Confidential Information: Non-public information designated/understood as confidential.
• Customer Content: Data, files, code, materials submitted to product.
• Documentation: User guides and technical documentation.
• Embargoed Country: U.S. trade-sanctioned countries.
• Feedback: Suggestions, enhancement requests, product feedback.
• Fees: All fees payable under terms.
• Force Majeure Event: Acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government, epidemics.
• GDPR: General Data Protection Regulation (EU) 2016/679.
• High Risk Activity: Nuclear, air traffic control, life support, death/injury risk uses.
• Personal Data: Data defined in applicable data protection laws.
• Product: Cloud Service and Documentation combined.
• Prohibited Data: Data prohibited from submission under Section 5.2.
• Usage Data: Product use data excluding customer content.
• User: Individuals authorized by customer to access product.

16. Contact

Questions about these Terms can be sent to: