Master Services Agreement

Last updated: 01 September 2026

This Agreement (the “Agreement”) is a binding contract between Kroolo entities, together with its affiliates (“Kroolo”), and the person or organization that accepts it (“Customer”). It governs Customer’s access to and use of the Services, whether under a paid Subscription, a free trial or a pilot. It takes effect when Customer clicks to accept it, signs an Order Form that refers to it, or first uses the Services (the “Effective Date”). Kroolo and Customer are each a “party”.

1. Access and Use Rights

1.1 Access rights. Kroolo grants Customer, its Affiliates and their personnel and service providers a non-exclusive, non-transferable right to access and use the Services for Customer’s and its Affiliates’ internal business purposes during the Subscription Term, within the usage limits in the Order Form. Customer is responsible for their use of the Services and for their compliance with this Agreement.

1.2 Free trials, pilots and pre-release features. Kroolo may offer a free trial or pilot of some Services and may offer pre-release features. Customer chooses whether to opt in to pre-release features. Trials, pilots and pre-release features may be incomplete or contain errors, are provided as-is with no service levels, warranties or indemnities, and Kroolo’s total liability for them is US$100. Kroolo may end them at any time, and may delete Customer Data in a trial or pilot 30 days after it ends unless Customer upgrades or exports it. The Supplemental Terms may add detail.

1.3 Third-Party Products. Customer’s use of Third-Party Products is governed by the terms of their providers. Kroolo is not responsible for them, and Customer waives claims against Kroolo relating to them. If Customer enables a connection to a Third-Party Product, it permits Kroolo to exchange Customer Data and account information with that provider within the scope Customer grants, and confirms it has the right to do so.

1.4 Support. Kroolo provides standard support as the Documentation describes. Upgraded support, and any service level commitments, apply only if Customer buys them or the Order Form says so.

1.5 Supplemental Terms. Customer’s use of certain Services is subject to the Supplemental Terms.

1.6 Updates. Kroolo may update the Services. If an update materially reduces the overall functionality of a paid Service and Kroolo does not provide a reasonable alternative, Customer may terminate the affected Service and receive a pro-rated refund of prepaid, unused Charges.

2. Using the Services

2.1 Customer obligations. Customer will: (i) comply with this Agreement; (ii) comply with Section 2.2 and the Kroolo AI Policy; (iii) give the notices to, and obtain the consents from, Users and other individuals that Kroolo needs to lawfully process Customer Data; (iv) if it gives Kroolo User details to create logins, tell those Users about their rights under the Kroolo Privacy Policy; (v) make sure its use of the Services complies with applicable laws; (vi) assign the correct user type to each User and make sure that only one individual uses each purchased seat; and (vii) promptly tell Kroolo if it becomes aware of unauthorized access to its Account or the Services.

2.2 Prohibited uses. Customer will not, and will not permit anyone else to:

rent, lease, sell, distribute, transfer or sublicense the Services, or use them as a service bureau;
give a third-party unauthorized access to the Services;
use the Services to research or build a competing product or service, or to train or improve a model that competes with Kroolo;
reverse engineer, decompile or disassemble the Services, or try to access their source code, models, prompts or non-public APIs;
circumvent pricing or usage limits;
remove or hide proprietary notices;
modify or hack the Services, or try to gain unauthorized access to them;
bypass or break security or rate-limiting features;
interfere with or disrupt the integrity, security or performance of the Services; or
submit content that is unlawful, infringes others’ rights, or contains malicious code.

2.3 AI Features. The following applies to AI Features, and the Kroolo AI Policy is part of this Agreement.

As between the parties, Customer owns its Input and, to the extent the law allows, its Output, subject to third-party rights. Output may not be unique.
Kroolo does not use Customer Data, Input or Output to train or fine-tune Kroolo’s models or any third party’s, and requires its model providers not to. Customer may opt in in writing to a specific program that says otherwise.
Model providers act as Kroolo’s subprocessors under written terms and are listed in the Sub-processor List.
Output can be inaccurate and is not professional advice. Customer must review Output before relying on it, and must follow the Kroolo AI Policy for uses that significantly affect people.
AI Agents and automations act within the permissions Customer or its Users grant, and their actions are treated as Customer’s.
Kroolo Search is designed to respect the permissions of connected sources. Customer is responsible for configuring connections and source permissions.

3. Customer Data

3.1 Ownership and use. As between the parties, Customer owns Customer Data. Customer instructs Kroolo to use Customer Data to provide, secure and support the Services, including the AI Features Customer uses, and to comply with law. Section 2.3 limits any use for AI training.

3.2 Data privacy and security. The DPA is part of this Agreement and applies where Customer Data includes Personal Data. Kroolo will maintain the safeguards described in the Security Policy and will not materially reduce the overall security of the Services during a Subscription Term. If Kroolo confirms a breach of security that leads to unauthorized access to, or loss of, Customer Data, it will notify Customer without undue delay and take reasonable steps to contain and fix it.

3.3 Restricted data. Customer will not submit payment card data, protected health information regulated by HIPAA (unless the parties have signed a business associate agreement), government-issued identification numbers, data controlled under export regulations such as the US International Traffic in Arms Regulations, or classified information, unless the Order Form or a written agreement permits it. Customer is responsible for configuring the Services to meet the regulations that apply to it.

3.4 Export and deletion. During the Subscription Term and for 30 days after it, Customer may export Customer Data, except data that Customer has deleted, that was submitted in breach of this Agreement, or that Kroolo is legally restricted from providing. Kroolo will delete Customer Data from active systems within 90 days after the Subscription Term ends. Backups are overwritten on Kroolo’s normal cycle, and Kroolo may keep data longer only where the law requires.

3.5 Usage Data. Kroolo may collect and use Usage Data, and aggregated or de-identified information derived from it, to operate, secure, support and improve the Services. It will not identify Customer, its Users or any individual, and it will not contain the content of Customer Data.

3.6 Location. Kroolo stores Customer Data in the hosting region stated in the Order Form or, if none is stated, in the region described in the Security Policy, and uses the subprocessors in the Sub-processor List.

4. Payment Terms

4.1 Payment. Customer will pay the Charges when the Subscription Term starts, or as the Order Form or SOW says. Invoices are due within 30 days unless the Order Form says otherwise. Customer will keep its payment and account information accurate. If Customer requires Kroolo to use a supplier or compliance portal that charges Kroolo fees, Kroolo may pass those fees on to Customer at cost.

4.2 Charges. Charges are non-cancellable and non-refundable, except as this Agreement expressly states. Additional Charges apply if Customer exceeds the usage limits in the Order Form, including limits on storage, connections and AI usage. Customer may not reduce its plan or usage limits during a Subscription Term. To reduce them for the next term, Customer must give notice at least 30 days before the term ends and remove or deactivate the affected Users. If it does not, the Services renew at their existing levels under Section 7.2.

4.3 Payment disputes. Customer must raise a payment or invoice dispute in good faith and before the due date, or within 30 days of the invoice if payment was due immediately. Customer will pay any undisputed amount on time.

4.4 Late payment. Kroolo may charge interest on overdue amounts at the lesser of 1% per month and the highest rate the law allows, plus reasonable collection costs.

4.5 Taxes. Charges exclude Taxes. Customer is responsible for all Taxes except those on Kroolo’s net income. If Kroolo must collect or pay Taxes, it will invoice them unless Customer gave Kroolo a valid exemption certificate before the invoice was issued.

4.6 Withholding tax. Customer may withhold only Taxes that the law requires it to withhold and that the Order Form identifies, with the rate. Customer will remit them to the tax authority and give Kroolo the official receipt within 60 days. If it does not, Customer will pay Kroolo the withheld amount. If the law requires withholding that the Order Form does not identify, Customer will pay an additional amount so that Kroolo receives the full Charges.

4.7 Partner purchases. If Customer buys through a Partner, Customer pays the Partner, and the Partner’s agreement with Customer sets price, invoicing and refunds. This Agreement governs Customer’s use of the Services. A Partner cannot change it or make commitments for Kroolo. Access continues only while Kroolo receives payment from the Partner. Any refund due to Customer will be paid through the Partner.

5. Confidentiality

5.1 Obligations. Each party will protect the other’s Confidential Information from unauthorized use, access and disclosure with at least the care it uses for its own, and no less than reasonable care.

5.2 Use and disclosure. Each party may use the other’s Confidential Information only to exercise its rights and perform its obligations under this Agreement. It may disclose it only: (i) to its Affiliates, employees, advisers and service providers who need to know it and are bound by duties at least as protective; (ii) as needed to comply with a court or agency order or subpoena, giving prompt notice where lawful; (iii) as reasonably necessary to comply with law or regulation; or (iv) to a regulator with authority over it in the course of routine supervision, if it tells the regulator the information is confidential.

5.3 Remedies and duration. A breach or threatened breach may cause harm that damages cannot fully remedy, so the other party may seek injunctive relief in addition to other remedies. These obligations last during the Subscription Term and for five years after it, and for Customer Data and trade secrets as long as they remain confidential.

6. Intellectual Property

6.1 Reservation. Except as this Agreement expressly provides, neither party grants the other any rights in its intellectual property. Kroolo and its licensors keep all rights in the Services, the Documentation and Usage Data.

6.2 Feedback. If Customer gives Kroolo feedback or suggestions about the Services, Kroolo may use them without restriction or obligation, provided they do not identify Customer or include Customer Data.

6.3 Professional Services deliverables. Unless the SOW says otherwise, Kroolo owns the deliverables it creates in Professional Services, excluding Customer Data and Customer’s Confidential Information. When Customer has paid all amounts due for a SOW, Kroolo grants Customer a non-exclusive, perpetual, worldwide, royalty-free license to use the deliverables from that SOW for its and its Affiliates’ internal business purposes.

6.4 Publicity. Neither party will use the other’s name or logo in publicity without its prior written consent, which may be given by email.

7. Term and Termination

7.1 Term. This Agreement starts on the Effective Date and continues until the Subscription Term ends, unless terminated earlier under this Agreement. The Subscription Term is stated in the Order Form or SOW.

7.2 Renewals. Unless either party gives written notice of non-renewal at least 30 days before the end of the Subscription Term, or the Order Form says otherwise, the Subscription Term renews automatically for an equivalent term at Kroolo’s then-current rates. Kroolo will give notice of any price increase at least 45 days before renewal. Customer may give notice of non-renewal through its Account settings or by email to help@kroolo.com

7.3 Termination for cause. Either party may terminate this Agreement for cause if the other: (i) materially breaches it and fails to cure the breach within 30 days after written notice; or (ii) ceases business operations or becomes subject to insolvency proceedings. Kroolo may terminate immediately by notice if Customer breaches Section 2.2 or Section 11.5.

7.4 Effect of termination. After termination, Customer’s access to the Services ends, except as Section 3.4 allows. If Customer terminates under Section 7.3, Kroolo will refund prepaid Charges covering the rest of the Subscription Term. If Kroolo terminates under Section 7.3, or Customer cancels before the end of the Subscription Term without a right to do so, Customer will pay the unpaid Charges for the rest of the Subscription Term. Termination does not relieve Customer of Charges owed for the period before it.

7.5 Suspension. Kroolo may limit or suspend Customer’s access to the Services if: (i) Customer disrupts, or creates a security risk to, the Services; (ii) Kroolo reasonably believes Customer’s use violates law, or a government authority requests it; (iii) undisputed Charges are 30 days or more overdue, after Kroolo gives notice; (iv) Customer bought through a Partner and either Customer failed to pay the Partner or the Partner failed to pay Kroolo; or (v) suspension is reasonably necessary to avoid material harm to Kroolo or its customers. Kroolo will use commercially reasonable efforts to give notice first, unless the law requires otherwise or the risk is urgent, will keep the suspension no broader or longer than needed, and will restore access promptly once the cause is fixed.

8. Representations, Warranties and Disclaimers

8.1 Mutual. Each party represents and warrants that: (i) it has full authority to enter into this Agreement; (ii) entering into and performing it does not breach any other agreement that binds it; and (iii) it will comply with the laws that apply directly to its performance.

8.2 Kroolo warranty. Kroolo warrants that the Services will operate materially as described in the Documentation. If Kroolo breaches this warranty and Customer makes a warranty claim within 30 days of discovering the problem, Kroolo will use reasonable efforts to correct the Services. If Kroolo cannot, either party may terminate the affected Services, and Kroolo will refund prepaid Charges for them covering the rest of the Subscription Term. This is Customer’s only remedy for breach of this warranty. It does not cover misuse or unauthorized changes by Customer or others acting for it, Third-Party Products, or trials, pilots and pre-release features.

8.3 Disclaimers. EXCEPT AS THIS AGREEMENT STATES, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND KROOLO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KROOLO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICES WILL MEET CUSTOMER’S BUSINESS, LEGAL OR REGULATORY REQUIREMENTS. NO ADVICE OR INFORMATION FROM KROOLO OR THROUGH THE SERVICES CREATES A WARRANTY THAT THIS AGREEMENT DOES NOT STATE. THESE DISCLAIMERS APPLY TO THE FULL EXTENT THE LAW ALLOWS.

9. Indemnification

9.1 Kroolo IP indemnity. Kroolo will defend Customer against any IP Claim and will pay the damages and costs finally awarded by a court of competent jurisdiction, or agreed in a settlement Kroolo approves, including reasonable attorneys’ fees. If Kroolo reasonably believes the Services may result in an IP Claim, it may: (a) obtain the right for Customer to keep using the Services; (b) replace or modify the affected part without materially reducing functionality; or (c) terminate the affected Services and refund prepaid Charges covering the rest of the Subscription Term. Kroolo is not liable for an IP Claim that results from: (i) designs, data, instructions or specifications Customer provides, including Customer Data and Input; (ii) modifications made by anyone other than Kroolo; or (iii) Customer’s combination or use of the Services in a way that breaches this Agreement or the Documentation. This Section 9.1 is Customer’s only remedy for an IP Claim.

9.2 Customer indemnity. Customer will defend and indemnify Kroolo and its Affiliates against third-party claims that arise from or relate to: (i) Customer Data or Input; or (ii) a violation of this Agreement by Customer, its Affiliates or their personnel.

9.3 Process. Each indemnity is subject to: (i) the indemnified party giving the indemnifying party prompt written notice of the claim; (ii) the indemnifying party having sole control of the defense and settlement, though it may not settle a claim in a way that admits liability for the indemnified party without its consent, which will not be unreasonably withheld; and (iii) the indemnified party giving the information the indemnifying party reasonably requests. Delay in giving notice does not relieve the indemnifying party of its obligations, except that it is not liable for expenses incurred before notice or for harm caused by material prejudice from the delay.

10. Limitation of Liability

10.1 Exclusion of damages. EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS WILL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, ON ANY LEGAL THEORY, EVEN IF ADVISED OF THEIR POSSIBILITY.

10.2 Maximum liability. EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT THE LAW ALLOWS, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS BEFORE THE FIRST CLAIM GIVING RISE TO LIABILITY.

11. General Terms

11.1 Assignment. Neither party will assign this Agreement, except: (i) to an Affiliate; (ii) with the other party’s prior written consent, which will not be unreasonably withheld; or (iii) in a merger, acquisition, change of control or sale of substantially all of its assets.

11.2 Entire agreement and precedence. This Agreement is the parties’ entire agreement on its subject and replaces all other agreements about it. It applies instead of the terms in any purchase order, request for proposal, request for information or other ordering documents from Customer, and all such terms are void. Responses to proposals, information requests and security questionnaires are not part of this Agreement and are not warranties, unless an Order Form expressly incorporates them. Neither party relies on any statement this Agreement does not contain. If the documents conflict, the order is: (i) the Order Form or SOW, for the specific term it states, where it identifies the provision it changes; (ii) the Supplemental Terms; (iii) the DPA; and (iv) this Agreement.

11.3 Severability. If any part of this Agreement is invalid or unenforceable, it will be limited to the minimum extent necessary, and the rest remains in effect.

11.4 Amendment. Kroolo may amend this Agreement by giving Customer at least 30 days’ notice by email or in the Services, and Customer’s continued use after the effective date is consent to the amendment. For a paid Subscription Term, an amendment takes effect at the next renewal unless the law or a security need requires sooner. If an amendment that takes effect during a Subscription Term materially and adversely affects Customer, Customer may terminate the affected Services within 30 days of the notice and receive a pro-rated refund of prepaid, unused Charges. Kroolo may update online policies that this Agreement incorporates, and updates take effect on publication, but Section 3.2 still limits any reduction in security.

11.5 Export and sanctions. The Services are subject to export control and sanctions laws of the United States and other countries. Customer represents that it, its Affiliates and their personnel: (i) are not on a restricted-party list, such as the US Specially Designated Nationals List, Entity List or Denied Persons List, or a comparable UN, EU or UK list; and (ii) are not located in, or ordinarily resident in, a country or region under comprehensive sanctions, which currently include Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine. Customer will not export, re-export, transfer or disclose the Services to such places or persons, or to anyone it has reason to know will use them in breach of export laws.

11.6 Relationship. This Agreement creates no agency, partnership or joint venture. Customer is solely responsible for deciding whether the Services meet its technical, business, legal and regulatory requirements. Kroolo’s Partners, and third parties that integrate with the Services or are hired by Customer to implement or support them, are independent of Kroolo.

11.7 Survival. Provisions that by their nature are meant to survive termination or expiration will continue after it.

11.8 Force majeure. Except for payment obligations, neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including acts of God or government, labor disputes, natural disasters, embargoes, riots, utility or telecommunications failures, public health emergencies, terrorism and war.

11.9 Notices. Notices must be in writing and are treated as given: (i) on personal delivery; (ii) on the first business day after sending by email; (iii) on the first business day after sending by recognized overnight courier; or (iv) on receipt if sent by certified or registered mail. Notices to Kroolo go to Kroolo Labs, Inc., Attn: Legal, with a copy by email to legal@kroolo.com Kroolo may give notices to Customer at the contact details in its Account or through the Services.

11.10 Governing law. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules, and the UN Convention on Contracts for the International Sale of Goods does not apply. Before starting formal proceedings, a party will give written notice of the dispute, and the parties will try in good faith to resolve it within 30 days. Either party may ask a court of competent jurisdiction for injunctive or other equitable relief to protect its intellectual property or Confidential Information.

11.11 US federal government. If Customer is a US federal government department or agency, or contracts for one, the Services are “commercial products” consisting of commercial computer software and commercial computer software documentation, licensed with only the rights this Agreement gives.

11.12 Anti-corruption. Each party will comply with applicable anti-corruption and anti-bribery laws, including the US Foreign Corrupt Practices Act, the UK Bribery Act 2010 and the Singapore Prevention of Corruption Act 1960.

11.13 Regulated Customers. If Customer or its Affiliate is subject to financial-services, insurance or similar regulation, Kroolo will respond to reasonable due-diligence requests, no more than once in 12 months, and will cooperate with reasonable requests from Customer’s regulator about the Services. Once in any 12 months, or as a regulator requires, Customer may audit Kroolo’s compliance with Section 3.2 on 30 days’ written notice, at its own cost and subject to confidentiality. Kroolo may first meet the request with its assurance reports and written answers, and may charge for help beyond ordinary support.

11.14 Electronic acceptance. This Agreement may be accepted and signed electronically, and each electronic copy is an original.

12. Definitions

“Account” means an account or instance created by or for Customer or its Affiliates in the Services.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means more than 50% of the voting rights or equity interests.

“AI Features” means features of the Services that use machine-learning models to generate, summarize, search, classify or act on content, including Kroolo AI, AI Agents and Kroolo Search.

“Charges” means the charges in an Order Form or SOW, or accepted by Customer when a feature is enabled in the product, including usage-based charges.

“Confidential Information” means non-public business, technical or other information that a reasonable person would understand to be confidential, whether or not marked. It does not include information that: (i) the receiving party knew without restriction before receiving it; (ii) is or becomes public through no fault of the receiving party; (iii) the receiving party rightfully received from a third party without a duty of confidentiality; or (iv) the receiving party developed independently. Customer Data is Customer’s Confidential Information. Non-public information about the Services, security, pricing and roadmaps is Kroolo’s.

“Customer Data” means all data, files, messages and other content, including Personal Data and Input, that Customer or its Users submit to or store in the Services. It excludes Usage Data and account and billing information, which are handled under the Kroolo Privacy Policy.

“Documentation” means the specifications and technical guidelines for the Services that Kroolo makes available, including on its help center, which Kroolo may update. It excludes community forums.

“Excluded Claims” means obligations and claims relating to: (i) Customer’s payment obligations; (ii) Customer’s breach of Section 2.2 or Section 11.5; (iii) a party’s breach of Section 5, other than breaches relating to Customer Data or security incidents; (iv) a party’s indemnification obligations under Section 9; (v) a party’s misappropriation or infringement of the other’s intellectual property; (vi) fraud, gross negligence or willful misconduct; and (vii) liability that cannot be limited or excluded by law.

“Input” means prompts, files and other Customer Data submitted to an AI Feature. “Output” means content an AI Feature generates in response.

“IP Claim” means a third-party claim against Customer alleging that Customer’s use of the Services as this Agreement allows directly infringes that third party’s intellectual property rights.

“Order Form” means an order form, online checkout or other ordering document or process for the Services agreed between Kroolo and Customer. For Partner purchases it means the equivalent document between Customer and the Partner.

“Partner” means a third party that Kroolo has authorized to sell the Services.

“Personal Data” has the meaning given in the DPA.

“Professional Services” means consulting, implementation, training, development and similar services that Kroolo provides, as an Order Form or SOW describes.

“Security Policy” means Kroolo’s security policy at kroolo.com/legal/security.

“Services” means the Kroolo Work platform, Kroolo Search, Kroolo AI, related web, mobile and desktop applications and APIs, and other products and services that Customer buys under an Order Form or SOW or that Kroolo otherwise makes available, as the Documentation and Supplemental Terms describe. Services exclude Third-Party Products.

“SOW” means a document that describes Professional Services.

“Subscription Term” means the period for which Customer is subscribed to the Services.

“Supplemental Terms” means: (i) additional terms in an Order Form or SOW; (ii) Kroolo’s service-specific terms; (iii) its free trial, pilot and early access terms; (iv) its Professional Services terms; and (v) other terms that supplement features Customer uses.

“Taxes” means taxes, levies, duties and similar governmental assessments, including value-added, goods and services, sales, use and withholding taxes.

“Third-Party Products” means products and services provided by third parties that interoperate with the Services.

“Usage Data” means technical and usage information about the operation and use of the Services that does not include the content of Customer Data.

“Users” means individuals whom Customer or its Affiliates authorize to use the Services through Customer’s Account, including administrators, members, guests and viewers.