Terms of Service

Last updated: 01 September 2026

1. Agreement and Acceptance

1.1 The agreement. These Terms of Service (“Terms”) are an agreement between you and Kroolo Labs, Inc. together with its affiliates (“Kroolo”, “we”, “us” and “our”). They govern your access to and use of kroolo.com, kroolo.ai and any other website we operate (the “Sites”), and of Kroolo’s software, applications, APIs, AI features and related services (the “Services”). The Services include Kroolo Work, Kroolo Search, Kroolo AI and our mobile and desktop apps. The Terms also incorporate the policies and documents they reference, as updated from time to time.

1.2 Acceptance. You accept these Terms when you click to accept them, create an Account, or access or use the Sites or Services, whichever happens first (the “Effective Date”). If you do not agree, do not use the Sites or Services.

1.3 Our affiliates. Kroolo Labs, Inc.’s affiliates may provide, support or bill the Services for us, and references to Kroolo include the affiliate that does so.

1.4 Eligibility. You must be at least 16 years old to use the Sites or Services. If you are under the age of majority where you live, you may use the Services only through a school, employer or other Organization that takes responsibility for your use and obtains any consents the law requires. We may ask for proof of age. You may not use the Sites or Services if you are barred from doing so by applicable law or trade controls (Section 17), or if we previously terminated your access for cause.

1.5 Organizations. If you accept these Terms for an employer or other entity (an “Organization”), you confirm that you have authority to bind it, and “you” then means the Organization. We treat you as authorized if you register with an Organization email address or act as an Admin. If you lack that authority, do not accept these Terms.

1.6 Order of precedence. If documents conflict, the order is: (a) a signed Order Form; (b) a signed master agreement between you and Kroolo; (c) the DPA, for Personal Data only; (d) terms specific to a Service, such as a Kroolo Services statement of work or a beta program; and (e) these Terms. The Sites are governed by these Terms alone.

2. Definitions

“Account” means the account through which a Customer and its Users access the Services.

“Admin” means a User with administrative rights over an Account, including the first User to register.

“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.

“Connector” means an integration that links the Services to a Third-Party Service.

“Customer” means the individual or Organization that holds the Account and is responsible for its Users.

“Customer Data” means all data, files, text, images, reports, Personal Data and other content that Customer or its Users upload, submit, connect or otherwise make available to the Services, including Input. Usage Data is not Customer Data.

“Feedback” means suggestions, comments, ideas and requests about the Sites or Services.

“Fees” means the amounts payable for a Subscription and any other charges under these Terms.

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

“Kroolo Materials” means the Sites, Services, software, APIs, models, agents, workflows, documentation, designs, trademarks and any improvements to them, excluding Customer Data.

“Order Form” means an online checkout, quote or other ordering document that identifies the Services, Fees, Subscription Term and plan.

“Personal Data” has the meaning given in the Privacy Policy and the DPA.

“Pre-Release Services” means Services labeled alpha, beta, preview or similar. “Trial Services” means Services provided free for a limited period or on a free plan.

“Subscription” means the right to use paid Services for a Subscription Term under a plan; “Subscription Term” means the period stated in the Order Form or at checkout, including renewals.

“Third-Party Services” means products, services, apps, sites and data sources not provided by Kroolo, including those you reach through a Connector.

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

“User” means an individual who uses an Account, including Admins, members, guests and viewers.

3. The Sites

3.1 Use of the Sites. You may browse the public areas of the Sites and use their features for lawful purposes, subject to Section 8. Information on the Sites is general and is not legal, financial, investment or other professional advice.

3.2 Free tools. Some tools on the Sites, such as the Grammar Checker, Paraphraser, Summarizer, Translator and Chat with PDF, may be available without an Account. They are provided free, may be rate-limited, and may be changed or withdrawn at any time. Do not submit confidential, regulated or sensitive content to them. Their results may be inaccurate (Section 7.3). We handle content submitted to free tools as described in our Privacy Policy.

3.3 Public submissions. The Sites may let you post comments, reviews or other content that others can see (“Public Submissions”). You keep ownership of your Public Submissions. You grant Kroolo a worldwide, non-exclusive, royalty-free license to host, reproduce, display, adapt and distribute them to operate and promote the Sites and Services. You confirm that you have the rights needed to grant this license and that the submission complies with Section 8. We may remove any Public Submission at our discretion.

3.4 Availability and location. The Sites are accessible worldwide, but that does not mean every feature is lawful or available in your country. We may block access from some locations. You are responsible for making sure your use is lawful where you are.

3.5 Links and third-party content. The Sites may link to websites we do not own or control. We are not responsible for their content or practices, and a link is not an endorsement.

4. The Services

4.1 What we provide. Kroolo Work is an AI-first project and work management platform. Kroolo Search is a connected enterprise search and intelligence platform that works across sources a Customer connects. Kroolo AI includes AI Agents and other AI Features. Which Services and features you receive depends on your plan and Order Form.

4.2 Right to use. Subject to these Terms and payment of Fees, we grant Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services, and our documentation, for its internal business purposes (or, for an individual’s Account, for personal use). Customer may permit its Users to do the same.

4.3 Changes to the Services. We may add, change or retire features. If we make a change that materially and adversely affects the core functionality of a paid Service, we will give at least 30 days’ notice in the Service or by email. If we discontinue a paid Service entirely without a comparable replacement, we will refund prepaid Fees for the unused part of the Subscription Term.

4.4 No dependence on future features. Your purchase does not depend on any future feature or release, or on any public statement we make about future functionality.

4.5 Support and availability. Support is provided as described for your plan. Uptime or response commitments apply only if your Order Form or a signed service level agreement says so. We may interrupt the Services for maintenance and will try to schedule planned work at low-impact times. Current status is published at kroolo.statuspage.io.

4.6 Trial Services. Trial Services may have limited features and duration, and we may change or end them at any time. Unless you upgrade or export it first, we may delete Customer Data in a trial or free Account 30 days after the trial ends. Trial Services are provided as-is, and the liability limit in Section 15.2 for Trial Services is US$100.

4.7 Pre-Release Services. We try to label Pre-Release Services. They may be incomplete, contain errors or change or disappear without notice, and we give no service levels, warranties or indemnities for them. Your use is optional, and Feedback on them is welcome.

4.8 Kroolo Services engagements. Kroolo also offers professional services, such as AI as a Service, strategy, web and app development, integrations and cloud deployment. Those engagements are governed by a separate statement of work or services agreement, including ownership of deliverables. These Terms apply to the extent that agreement does not address a matter.

4.9 Mobile apps. If you install a Kroolo app from the Apple App Store or Google Play, the store’s terms also apply. Apple and Google are not parties to these Terms and have no obligation to support the app. Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to the iOS app and may enforce them against you.

5. Accounts and Users

5.1 Registration. To use the Services you create an Account. You will give accurate, complete and current registration information. A human must register the Account; accounts created by bots or other automated means are not permitted. The first User of an Account becomes its Admin, and the person or Organization behind the Account is the Customer.

5.2 Credentials and security. You are responsible for keeping your credentials confidential and for all activity under your Account and User profile, including activity through integrations. Tell us promptly if you learn of unauthorized access or use. We may treat communications sent from your Account as yours. We recommend enabling single sign-on and multi-factor authentication where offered.

5.3 Admins. Admins act as the Customer’s authorized representatives, and any action or decision by an Admin is treated as the Customer’s. Admins can manage Users and permissions, buy, upgrade or downgrade plans, enable or disable Connectors, and access, share, export or remove Customer Data. If an Account was created with an email address on a domain an Organization controls, that Organization may claim or manage the Account.

5.4 User types. Users may be members, guests, viewers or other types shown in the Service, and the features and privileges of each depend on the plan and on settings the Admin chooses. Customer must assign the correct type to each User. If it does not, for example by treating internal staff as guests, we may reassign the type and charge the applicable Fees.

5.5 Responsibility for Users. Customer is responsible for understanding the settings, privileges and controls of the Services, for who it lets become a User, and for the acts and omissions of its Users, including Users outside its own domain. That covers whether a User may invite others, place orders, incur charges, or share or modify content. We treat any action by a User of the Account as authorized by Customer.

5.6 Third-Party Agents. If you authorize an AI agent, script or other automated tool that is not part of the Services to act under your Account (a “Third-Party Agent”), its actions are treated as yours. You must make sure it complies with these Terms, and you are responsible for its access, including any registration or purchase it makes. We may restrict or block Third-Party Agents at any time. Kroolo’s own AI Agents are covered by Section 7.

5.7 Workspaces. Content in the Services is organized into workspaces. Personal workspaces belong to the individual who created them. Users of an Organization’s workspace agree that their Account data and content in that workspace may be shared with the Organization and may be accessed, changed or deleted by its owners and Admins. If you leave an Organization, you lose access to its workspaces.

5.8 Verification and recovery. We may ask for information to confirm your identity and protect an Account, and we may require verification before restoring access or disclosing Account information.

6. Customer Data

6.1 Ownership. As between you and Kroolo, Customer owns and controls its Customer Data. We claim no ownership of it and receive only the rights in this Section.

6.2 License to Kroolo. Customer grants Kroolo and its affiliates a worldwide, non-exclusive, royalty-free license to host, process, copy, transmit, display and, to the extent needed to format it for display, modify Customer Data, solely to: (a) provide, maintain and support the Services, including the AI Features you use; (b) prevent or address security, fraud and technical problems; (c) investigate suspected violations of these Terms; (d) comply with law; and (e) do what Customer instructs in writing. Section 7.4 limits any use of Customer Data for AI training.

6.3 Customer responsibilities. Customer confirms that it has, and will keep, all rights, consents, notices and lawful bases needed to submit Customer Data and to let us process it under these Terms, and that Customer Data and its use comply with Section 8 and applicable law. Customer is responsible for the consequences of using, sharing, storing and transmitting Customer Data. We do not monitor Customer Data for content, except as needed to run the Services, keep them secure and enforce these Terms.

6.4 Restricted data. Do not submit the following unless the Service is designated for it or we have agreed in writing, for example in an Order Form or addendum: (a) special categories of personal data under Article 9(1) of the EU General Data Protection Regulation or similar laws; (b) protected health information under HIPAA, unless we have signed a business associate agreement; (c) payment card data covered by PCI DSS; (d) government-issued identification numbers; (e) data controlled under export regulations such as the US International Traffic in Arms Regulations; and (f) classified information.

6.5 Usage Data and de-identified data. We may collect and use Usage Data, and aggregated or de-identified information derived from it, to operate, secure, support and improve the Sites and Services and for business analysis. That information will not identify you or any User and will not contain the content of Customer Data. Kroolo owns it.

6.6 Access by Kroolo personnel. Our personnel and contractors access Customer Data only as needed to provide the Services, give support, keep the Services secure or comply with law. When you contact support, you authorize the access needed to help you. Tell us in your request if you prefer we do not access your Account, and we will honor that where we can.

6.7 Location and transfers. Where you have chosen or agreed a hosting region, we store Customer Data in that region, except as the DPA describes. We may process Customer Data through affiliates and subprocessors in other countries. International transfers are governed by the DPA and by the transfer mechanisms it names.

6.8 Export, retention and deletion. During the Subscription Term, Customer can export Customer Data using tools in the Service. After the Subscription Term ends, we will keep Customer Data available in read-only mode for export for at least 30 days, and we will delete it from active systems within 90 days. Backups are overwritten on our normal cycle. We may keep Customer Data longer where the law requires or a legal hold applies.

6.9 Legal requests. We may disclose Customer Data if required by law or valid legal process. Where lawful, we will tell Customer first and, where practical, direct the requester to Customer.

7. Kroolo AI and Kroolo Search

7.1 AI Features. AI Features include Kroolo AI, AI Agents, the AI writing and document tools, and Kroolo Search. Some use models from third-party providers, which we engage as subprocessors. These terms apply to AI Features in addition to the rest of these Terms.

7.2 Input and Output. Customer owns its Input. As between the parties, and to the extent the law allows, Customer owns the Output generated for it, subject to third-party rights and to Kroolo Materials that appear in it. Output may not be unique: the same or similar Output may be generated for others, and we claim no rights in Customer’s Output.

7.3 Accuracy and human review. Output can be inaccurate, incomplete, out of date, biased or invented, and it is not professional advice. Customer is responsible for reviewing Output before relying on it, especially for legal, financial, regulatory, medical, employment or other decisions that significantly affect people. Kroolo Search returns results from the sources Customer has connected, so its completeness and freshness depend on those sources, the scope of each Connector and how recently content was indexed.

7.4 No training on Customer Data. We will not use Customer Data, Input or Output to train or fine-tune Kroolo’s models or any third-party provider’s models, and we require our model providers to make the same commitment. This does not stop us from using Usage Data and de-identified information as described in Section 6.5. Customer may opt in in writing to a specific program that uses its data for improvement or evaluation.

7.5 Permission-aware access. Kroolo Search is designed to respect the access permissions of each connected source, so that a User sees results only from content that User can access in that source. Customer is responsible for configuring Connectors, their scope and the permissions in its source systems. Kroolo is not responsible for exposure of content that results from permissions or sharing settings in those source systems.

7.6 AI Agents and automated actions. Where an AI Agent or automation takes an action, such as creating or changing items, sending messages or calling a Third-Party Service, it acts on Customer’s instruction and within the permissions an Admin or User has granted. Customer is responsible for configuring, supervising and reviewing those actions, and we treat them as authorized by Customer. We may limit or block actions we consider unsafe.

7.7 Restrictions. In addition to Section 8, you will not use AI Features to: (a) make solely automated decisions that have legal or similarly significant effects on individuals, unless you have a lawful basis and appropriate human review; (b) generate unlawful, deceptive or harmful content; (c) try to extract system prompts, model weights or training data, or to bypass safeguards; or (d) develop or train a model or service that competes with Kroolo. You must also follow the usage policies of the model providers behind AI Features, which we will give you on request.

7.8 Regulated customers. Customers in financial services, insurance and other regulated sectors are responsible for their own regulatory obligations when they use AI Features, including model risk management, outsourcing notices, record-keeping and supervisory requirements. Kroolo will reasonably assist with information requests under an Order Form or enterprise agreement. Kroolo does not give financial, investment, insurance or legal advice.

7.9 Transparency. Where the law requires it, Customer will tell individuals that they are interacting with an AI system or that content was AI-generated.

7.10 Changes to models. We may change, replace or retire the models and providers behind AI Features. Any change will keep the commitments in Section 7.4, and we will update the sub-processor list and give notice as the DPA requires.

8. Acceptable Use

8.1 General rule. You will use the Sites and Services lawfully and in line with this Section. It applies to visitors, Customers, Users and Third-Party Agents, and Customer is responsible for its Users’ compliance.

8.2 Prohibited content. You will not post, upload, connect or transmit content that:

• infringes or misappropriates a third party’s intellectual property, privacy or publicity rights;
• is unlawful, fraudulent, false or deceptive;
• is defamatory, obscene or pornographic;
• harasses or threatens anyone, or promotes hatred, discrimination or violence;
• sexually exploits or endangers minors;
• promotes illegal goods, services or activities;
• contains viruses, malware or other harmful code; or
• includes personal data of others that you have no lawful basis to use.

8.3 Prohibited conduct. Unless the law prohibits the restriction or we agree in writing, you will not, and will not help others to:

• reverse engineer, decompile, disassemble or try to extract the source code, models, prompts or algorithms of the Services;
• copy, modify, translate or create derivative works of the Services or Sites, except through our APIs as permitted;
• sell, resell, rent, lease, sublicense, timeshare or offer the Services to third parties, or use them as a service bureau;
• circumvent or disable security features, access controls, usage limits or rate limits, or share credentials or let several people use one User seat;
• probe, scan or test the vulnerability of the Sites or Services without our written permission;
• overload, disrupt or interfere with the Sites or Services, or with anyone else’s use of them;
• scrape, crawl or harvest data by automated means, other than search-engine crawling that follows our robots.txt file;
• access another person’s Account or data without permission, or impersonate or misrepresent your affiliation with any person or entity;
• use the Services to build or benchmark a competing product or service, or publish benchmark results without our consent;
• send spam or unsolicited bulk messages, or use the Services for phishing;
• remove or obscure any proprietary notice, or frame the Sites; or
• use the Sites or Services in breach of Section 17.

8.4 Capacity and fair use. We may set reasonable limits on storage, API calls, AI usage, automations, guests and similar measures. If your use is far above normal levels, we may ask you to change plans or pay additional Fees, giving you notice first.

8.5 Monitoring and enforcement. We have no duty to monitor the Sites or Services, but we may investigate suspected violations and, where we reasonably believe this Section has been breached, remove content, suspend access under Section 13.3 and cooperate with law enforcement.

8.6 Vulnerability reports. Report suspected security vulnerabilities to security@kroolo.com. If you act in good faith, follow our instructions and do not access, change or copy data that is not yours, we will not treat your research as a breach of this Section.

9. Third-Party Services and Connectors

9.1 What they are. The Services can work with Third-Party Services, including integrations, Connectors, widgets, marketplace apps and the data sources Kroolo Search indexes. Kroolo’s own subprocessors are not Third-Party Services.

9.2 Your choice. When you enable a Connector or integration, you authorize Kroolo to access, retrieve, index, transmit and, where the integration allows, change or delete data in that Third-Party Service, within the scope you grant, and to exchange Customer Data with it. You confirm that you have the right to do this under your agreement with the provider, including any limits on indexing or processing by third parties. Your use of a Third-Party Service is governed by your own agreement with its provider.

9.3 No responsibility for Third-Party Services. We do not control or endorse Third-Party Services. We are not responsible for their availability, security, accuracy or data practices, or for any change the provider makes, such as to its APIs, rate limits or pricing, that affects an integration. Actions taken through an integration, including changes or deletions in the Third-Party Service triggered by your automations or Users, are your responsibility. We may suspend or remove any Connector at any time.

9.4 Fees. Third-Party Services may be free or paid. Unless we state otherwise, the provider sets and charges its fees. Where we collect fees for a provider, we act only as its collection agent, and the provider’s terms govern payment, renewal and refunds.

9.5 Open-source components. The Services include third-party and open-source components under their own licenses. Those licenses prevail over these Terms for those components. We give no warranty or indemnity for them.

10. Fees and Payment

10.1 Plans and Order Forms. Paid Services are sold as Subscriptions, either online at kroolo.com/pricing or through a sales-assisted Order Form. The plan, features and Fees in effect at purchase apply to that purchase. An Order Form controls for the purchase it covers. Terms on a purchase order do not apply.

10.2 Fees and payment. Fees are in US dollars unless the Order Form says otherwise. Subscription Fees are billed in advance for each monthly or annual billing cycle, and usage-based Fees are billed in arrears. Invoiced Fees are due within 30 days of the invoice date unless the Order Form says otherwise. Except as these Terms or an Order Form state, Fees are non-cancelable and non-refundable.

10.3 Taxes. Fees exclude value-added, goods and services, sales, use, withholding and similar taxes, which Customer pays, except taxes on our net income. If law requires Customer to withhold tax, Customer will pay an additional amount so that we receive the full Fees, unless Customer gives us a valid exemption or treaty-relief certificate before payment. Give us any tax registration number at the time of purchase if you want an exemption applied.

10.4 Payment authorization. You will give us accurate and complete billing information and keep it up to date. You authorize us and our payment processors to charge your payment method for Fees, applicable taxes and renewals, to validate it, and to retry a failed charge. If payment continues to fail, we may suspend or downgrade the Account under Section 13.3.

10.5 Automatic renewal. A Subscription renews automatically for a period equal to its prior Subscription Term unless it is canceled first. A monthly Subscription must be canceled before its renewal date. An annual Subscription must be canceled at least 30 days before the end of its term, unless we say a shorter period applies, and we will send a renewal notice by email before renewal where the law requires. Renewals are charged at the then-current price, and promotional discounts do not carry over to renewals. Cancel in your Account settings or through kroolo.com/contact-support. Cancellation takes effect at the end of the current term, and unused time is not refunded except under Section 10.9.

10.6 Fee changes. We may change Fees and plans. A change to an existing Subscription takes effect at its next renewal, and we will give you at least 30 days’ written notice before that renewal, by email or in the Service. If you do not accept the change, cancel before the renewal date.

10.7 Upgrades, added Users and usage. Customer may upgrade by adding Users, moving to a higher plan, adding add-ons, increasing usage allowances or choosing a longer term. Upgrades are billed at our then-current rates, prorated for the rest of the current term, unless the Order Form says otherwise. Unless an Admin disables it, Users on the same email domain may join an Account automatically and Users may invite others, and the resulting Fees apply. Usage allowances, including AI usage credits, do not roll over unless the Order Form says so, and our usage records are final absent manifest error. Downgrades take effect at renewal.

10.8 Promotions and credits. Promotional pricing applies to the initial term only, and renewals are charged at the full price then in effect. Credits we give you apply only to Fees for the Services, have no cash value, and cannot be transferred or refunded. They expire when the related Subscription ends, when the credit period ends, or, for a trial Account that is never upgraded, 90 days after they accrue.

10.9 Refunds. If you are not satisfied with your first paid purchase of a Service bought online directly from Kroolo, you may cancel it within 30 days of purchase by written notice, and we will refund the prorated portion of the prepaid Fees for the unused period, in the currency you paid. This right does not apply to renewals, upgrades, add-ons, usage-based Fees, sales-assisted purchases under an Order Form, or purchases through a Partner, unless the Order Form says otherwise. We are not responsible for exchange-rate differences or third-party transfer fees, and we may decline a request made in bad faith to avoid paying for Services already used. Refund rights that the law gives you cannot be excluded by these Terms. After the 30 days, Fees are non-refundable except as Sections 4.3, 13.5, 14.2, 16.2 and 19.1 provide.

10.10 Late payment, disputes and chargebacks. Overdue amounts bear interest at 1% per month or the highest lawful rate, if lower, and we may recover reasonable collection costs. Tell us in good faith within 30 days of an invoice if you dispute it, and pay the undisputed part. A chargeback made without first contacting us is a breach of these Terms, and we may suspend the Account until it is resolved, and you will pay our processor’s chargeback fees.

10.11 Purchases through Partners. If you buy through an authorized reseller or distributor (a “Partner”), the Partner’s agreement with you sets price, payment and refunds. These Terms still govern your use of the Services and prevail over any conflicting Partner terms. A Partner cannot change these Terms or make commitments for Kroolo. Access depends on our receiving payment from the Partner, and if the Partner arrangement ends, we may bill you directly after notice.

11. Intellectual Property

11.1 Kroolo Materials. Kroolo and its licensors own all rights in the Kroolo Materials and in Usage Data. Nothing in these Terms transfers those rights to you, and we reserve every right not expressly granted. Customer’s rights in Customer Data and Output are stated in Sections 6.1 and 7.2.

11.2 Trademarks. Kroolo’s names, logos and other marks belong to Kroolo. You may not use them, or imply that Kroolo sponsors or endorses you, without our prior written permission.

11.3 Feedback. You may give us Feedback. You grant Kroolo a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use Feedback for any purpose, without obligation or compensation to you, and we may choose not to act on it. Feedback must not identify you or include Customer Data or anyone’s confidential information.

11.4 Customer references. We will use a Customer’s name and logo to identify it as a customer, on our Sites or in marketing materials, only with the Customer’s prior written consent, which may be given by email. The Customer may withdraw consent at any time by writing to legal@kroolo.com

11.5 Copyright complaints. If you believe content on the Sites or Services infringes your copyright, send a notice to legal@kroolo.com, that includes: (a) your physical or electronic signature; (b) a description of the copyrighted work; (c) the location of the material; (d) your contact details; (e) a statement that you believe in good faith the use is not authorized; and (f) a statement, under penalty of perjury, that your notice is accurate and that you own or are authorized to act for the owner. We may remove the material and will terminate the accounts of repeat infringers. A person whose content was removed may send a counter-notice as the law provides.

12. Privacy, Security and Confidentiality

12.1 Privacy Policy. We handle Personal Data we collect about visitors, Users and Customer contacts as described in our Privacy Policy. Our Cookie Policy describes cookies and similar technologies.

12.2 Data Processing Addendum. When we process Personal Data contained in Customer Data on Customer’s behalf, the DPA applies and is incorporated into these Terms. The DPA sets out the roles of the parties, our subprocessors and the mechanisms for international transfers.

12.3 Security. Kroolo maintains administrative, technical and organizational safeguards designed to protect Customer Data, as described on our Security page. We may update them but will not materially reduce the overall protection of Customer Data during a Subscription Term. Customer is responsible for its own configuration, including single sign-on, multi-factor authentication, permissions and device security, and should keep its own backups of critical data.

12.4 Security incidents. If we become aware of a breach of security that leads to unauthorized access to or loss of Customer Data, we will notify Customer without undue delay, within any period the DPA sets, and will take reasonable steps to contain and remediate it.

12.5 Confidentiality. “Confidential Information” means non-public information one party (the “Discloser”) gives the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer’s Confidential Information. Non-public information about our products, pricing, roadmap, security and performance, and Pre-Release Services, is Kroolo’s. The Recipient will: (a) use Confidential Information only to perform or receive the Services; (b) protect it with at least reasonable care; and (c) disclose it only to its personnel, affiliates, advisers and service providers who need to know it and are bound by obligations at least as protective. Confidential Information does not include information that is or becomes public without breach, was already known to the Recipient, was received from a third party without a duty of confidence, or was developed independently. The Recipient may disclose Confidential Information if the law requires, after giving the Discloser prompt notice where lawful. These obligations last for the Subscription Term and five years after it ends, and for Customer Data and trade secrets for as long as they remain confidential.

13. Term, Suspension and Termination

13.1 Term. These Terms apply from the Effective Date until all Subscriptions end and the Account is closed, or, for a visitor, until you stop using the Sites, unless ended earlier under this Section.

13.2 Termination by Customer. Customer may cancel a Subscription or close its Account at any time in the Account settings or through support. Cancellation takes effect at the end of the paid term. Fees for the committed term remain payable, and no refund is due except as these Terms provide. Free Accounts may be closed at any time.

13.3 Suspension. We may suspend or limit an Account, a User or a Service if: (a) we reasonably believe that use creates a security risk or may harm or create liability for Kroolo or others; (b) we reasonably believe there is a breach of these Terms, including Section 8, or of law; (c) undisputed Fees remain unpaid 10 days after we notify you; (d) the law or a government authority requires it; or (e) Section 17 applies. Where practical we will give notice before suspending, unless the law prohibits it or the risk is urgent. We will keep the suspension no broader or longer than needed and restore access promptly once the cause is fixed.

13.4 Termination by either party. Either party may terminate the affected Services on written notice if the other: (a) materially breaches these Terms and does not cure the breach within 30 days of notice (10 days for non-payment); or (b) ceases business or becomes subject to insolvency proceedings that are not dismissed within 60 days. We may also end a free or trial Account that has been inactive for 60 days or more, and we may terminate immediately for a serious breach of Section 8 or 17.

13.5 Effect of termination. When these Terms or a Subscription end: (a) the rights granted to you end; (b) Customer remains liable for Fees accrued before the end date; (c) if Customer terminates under Section 13.4 because of our breach or insolvency, or we terminate for any reason other than Customer’s breach of these Terms, we will refund prepaid Fees for the terminated part of the term; (d) we will treat Customer Data as Section 6.8 describes; and (e) we may change the Account’s web address.

13.6 Survival. Sections 2, 6.5, 6.8, 10 (for unpaid Fees), 11, 12.5, 13.5, 13.6, 14 to 16, 18 and 20, and any other provision that by its nature should survive, continue after these Terms end.

14. Warranties and Disclaimers

14.1 Authority. Each party confirms that it has the power and authority to enter into these Terms.

14.2 Performance warranty. For a paid Subscription, Kroolo warrants that the Services will perform materially as described in our documentation during the Subscription Term. If they do not, Customer must tell us, and we will use reasonable efforts to correct the problem. If we cannot correct it within 30 days, either party may terminate the affected Service and we will refund prepaid Fees for the unused part of the term. This is Customer’s sole remedy for breach of this warranty.

14.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SITES, THE SERVICES, THE AI FEATURES, OUTPUT, TRIAL SERVICES AND PRE-RELEASE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND TO THE FULLEST EXTENT THE LAW ALLOWS KROOLO AND ITS AFFILIATES, LICENSORS AND VENDORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITES OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT YOUR USE COMPLIES WITH LAWS THAT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR DELAYS, FAILURES OR LOSS CAUSED BY MATTERS BEYOND OUR REASONABLE CONTROL.

14.4 Mandatory rights. Some laws give you rights that cannot be excluded. Nothing in these Terms limits those rights. Where such a right applies, our liability for its breach is limited, to the extent the law permits, to resupplying the Service or refunding its cost.

15. Limitation of Liability

15.1 Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS OR VENDORS WILL BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, OR LOSS OF BUSINESS OR DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 Cap. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID AND OWES FOR THE AFFECTED SERVICES IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) US$100. FOR TRIAL SERVICES, PRE-RELEASE SERVICES, FREE ACCOUNTS AND THE SITES, THE CAP IS US$100. THE CAP IS CUMULATIVE AND NOT PER CLAIM.

15.3 Exceptions. Sections 15.1 and 15.2 do not limit: (a) Customer’s obligation to pay Fees; (b) either party’s indemnification obligations under Section 16; (c) liability for fraud, gross negligence or willful misconduct, or for death or personal injury caused by negligence; (d) Customer’s infringement or misappropriation of Kroolo’s intellectual property rights; or (e) any liability that cannot be limited by law.

15.4 Allocation of risk. The disclaimers and limits in Sections 14 and 15 are an agreed allocation of risk and part of the basis of the bargain. They apply even if a limited remedy fails of its essential purpose, and each is independent of the others.

16. Indemnification

16.1 By Customer. Customer will defend Kroolo, its affiliates, and their officers, directors and employees against any third-party claim arising from: (a) Customer Data or Input, including a claim that it infringes or violates a third party’s rights or the law; (b) a breach of Section 8 or Section 17 by Customer or its Users; or (c) Customer’s or its Users’ use of the Services in breach of these Terms. Customer will pay the damages and costs finally awarded, or agreed in a settlement it has approved, including reasonable attorneys’ fees.

16.2 By Kroolo. For a paid Subscription, Kroolo will defend Customer, its affiliates, and their officers, directors and employees against any third-party claim alleging that the Services, as we provide them and as Customer uses them in line with these Terms, infringe or misappropriate that party’s patent, copyright, trademark or trade secret. Kroolo will pay the damages and costs finally awarded, or agreed in a settlement it has approved. This does not apply to a claim to the extent it arises from: (a) modifications not made by Kroolo; (b) combination with products or services not provided by Kroolo; (c) Customer Data or Input; (d) use after we tell Customer to stop; (e) Trial Services, Pre-Release Services or free Accounts; or (f) Third-Party Services. If a claim is made or likely, we may obtain the right for Customer to keep using the Services, modify them so they do not infringe, or, if neither is reasonably possible, end the affected Service and refund prepaid Fees for the unused term. THIS SECTION 16.2 IS KROOLO’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS.

16.3 Procedure. The party seeking indemnity will give prompt written notice of the claim, though delay only relieves the other party to the extent it is prejudiced. The indemnifying party controls the defense and settlement, but will not agree to a settlement that admits fault for, or imposes non-monetary obligations on, the indemnified party without its consent, which will not be unreasonably withheld. The indemnified party will give reasonable cooperation at the indemnifying party’s expense.

17. Trade Controls and Compliance

17.1 Export controls and sanctions. The Sites and Services are subject to export control and sanctions laws of the United States, Singapore, the United Arab Emirates, the European Union, the United Kingdom and other jurisdictions. You confirm that you: (a) are not on a restricted-party list, such as the US Specially Designated Nationals List, Entity List, Denied Persons List or Unverified List, or a comparable UN, EU or UK list; (b) are not located in, organized under the laws of, 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; and (c) will not use the Services for a purpose those laws prohibit, including weapons of mass destruction, missile or unmanned aerial systems, unauthorized surveillance, human rights abuses, or a military end use in an arms-embargoed country. We may block access where we believe these confirmations are untrue.

17.2 Anti-corruption. Each party will comply with the anti-bribery and anti-corruption laws that apply to it, and will not offer or accept anything of value to improperly influence a person in connection with these Terms.

17.3 Compliance with laws. Kroolo will comply with the laws that apply to it as a provider of the Services. Customer is responsible for complying with the laws that apply to its use of the Services and Customer Data, including data protection, financial services and employment laws. We do not promise that the Services suit your use in every jurisdiction.

17.4 US Government users. The Services are “commercial computer software” and their documentation is “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. A US Government customer receives only the rights we give the public under these Terms.

18. Governing Law and Disputes

18.1 Governing law. These Terms, and any dispute arising from them or from your use of the Sites or Services, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal resolution first. Before starting formal proceedings, the party with a dispute will send the other a written notice describing it and the relief sought, and both will negotiate in good faith for 30 days. This does not prevent a party from seeking urgent injunctive relief.

18.3 Equitable relief. Either party may ask a court of competent jurisdiction for injunctive or other equitable relief to protect its intellectual property or confidential information.

18.4 Time limit. To the extent the law allows, a claim arising out of these Terms must be started within two years after the claimant knew or should have known of the facts behind it.

18.5 Mandatory local law. These Terms are intended for business use. If you are a consumer with rights under mandatory local law, including the right to bring proceedings in your local courts, this Section applies only to the extent that law permits.

19. Changes, Notices and Communications

19.1 Changes to these Terms. We may update these Terms, and the “Last updated” date above shows the current version. For a paid Subscription, we will give at least 30 days’ notice by email or in the Service of any material change, and it takes effect at the next renewal unless the law or an urgent security need requires sooner. If a change that takes effect before renewal materially and adversely affects you, you may object in writing within 30 days. We will then either keep you on the earlier terms until the end of your current term, or let you terminate and refund prepaid Fees for the unused term. For changes that are not material, such as clarifications or legal updates, the new version takes effect when posted. Continued use after a change takes effect is acceptance of it.

19.2 Notices. We may give you notice by email to the Account contact, in the Service or by posting on the Sites, and email notice is treated as received 24 hours after sending. Keep your contact details current. Legal notices to Kroolo go to the address in Section 21 with a copy by email. Electronic notices satisfy any requirement that a notice be in writing.

19.3 Communications and marketing. We will send you messages needed to run the Services, such as security alerts, billing notices and service changes, and you cannot opt out of these while your Account is active. We send marketing email or text messages only where you have opted in or the law otherwise allows, and you can unsubscribe at any time. Message and data rates from your carrier may apply.

20. General

20.1 Entire agreement. These Terms, with the documents they incorporate, are the entire agreement between you and Kroolo on their subject and replace earlier agreements and understandings about it. You have not relied on any statement that these Terms do not contain.

20.2 Assignment. You may not assign these Terms without our written consent, except to a successor in a merger, acquisition or sale of substantially all your assets, if the successor is not a Kroolo competitor, you give us prompt written notice and it assumes your obligations in writing. We may assign these Terms to an affiliate or to a successor to our business. Any other assignment is void.

20.3 Subcontractors. We may use affiliates and subcontractors to provide the Services and remain responsible for their performance of our obligations.

20.4 Force majeure. Neither party is liable for a delay or failure, other than a failure to pay, caused by events beyond its reasonable control, including denial-of-service attacks, internet or utility failures, failures of third-party hosting, labor disputes, natural disasters, war, terrorism and government action.

20.5 Relationship. The parties are independent contractors. These Terms create no partnership, joint venture, agency or employment relationship, and, except as Section 4.9 provides, no third-party beneficiaries.

20.6 Severability and waiver. If a provision is held unenforceable, a court will enforce it to the fullest extent permitted and the rest of these Terms remain in effect. A failure or delay in enforcing a right is not a waiver, and a waiver is effective only if it is written and signed.

20.7 Interpretation and language. Headings are for convenience. “Including” means “including without limitation”. These Terms are written in English, and if a translation conflicts with the English version, the English version controls.

20.8 Electronic acceptance. These Terms may be accepted electronically and signed in counterparts, and electronic copies are originals.

21. Contact

• Support: kroolo.com/contact-support and help.kroolo.com
• Privacy: legal@kroolo.com
• Security: security@kroolo.com