These Terms of Service govern your access to and use of the open-source software, hosted SaaS products, research previews, and professional services offered by Kroonen AI, Inc., and are organized as a master agreement with three service-specific schedules.
1. Agreement & Acceptance
Last updated: June 19, 2026.
These Terms of Service (the "Terms") form a binding legal agreement between Kroonen AI, Inc., a Delaware C-corporation with a registered address at 8 The Green, Ste B, Dover, DE 19901, United States ("Kroonen AI", "we", "us", or "our"), and the individual or entity that accesses or uses the Services ("Customer", "you", or "your").
By accessing or using any of the Services, creating an account, clicking "I agree," or executing an Order Form or SOW that references these Terms, you accept these Terms and agree to be bound by them. If you do not agree, do not access or use the Services.
If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "Customer" refers to that entity. The individual accepting is an Authorized User acting within the scope of that authority.
Order of precedence. A mutually signed Order Form or Statement of Work (each an "Order Form / SOW") that expressly references these Terms controls over these online Terms to the extent of any conflict, but only as to the specific subject matter and engagement described in that Order Form / SOW. The applicable service-specific Schedule controls over the general body of these Terms to the extent of any conflict for that service. The AI Addendum controls with respect to AI Output and model usage.
2. Definitions
Capitalized terms have the meanings given below or where first defined in these Terms.
- "Services" means, collectively, the Open-Source Software, SaaS Services, Research previews, and Professional Services made available by Kroonen AI, as further described in the applicable Schedule and any Order Form / SOW.
- "Open-Source Software" means software that Kroonen AI publishes under an open-source license, including Libre WebUI and Libre Claw (Apache-2.0) and the Genesis research materials made publicly available under an open-source license.
- "SaaS Services" means the hosted, subscription-based services Kroonen AI provides, principally Libre Bot, the AI documentation-assistant widget available at librebot.ai.
- "Research" means hosted research previews, principally the Genesis 1B language model offered solely as hosted HuggingFace playgrounds, with no downloadable weights, no published model card, and private source code.
- "Professional Services" means consulting, engineering, evaluation, and development services described in an Order Form / SOW, including pre-training, fine-tuning, dataset preparation, AI safety / red-team / CBRN evaluation, application and telephony development, and AI agents and orchestration.
- "Authorized Users" means employees, contractors, or agents of Customer whom Customer permits to access and use the Services on Customer's behalf.
- "Customer Data" means data, content, documents, prompts, files, and other materials that Customer or its Authorized Users submit to or generate through the Services, excluding Output.
- "Output" means content generated by an AI model in response to inputs through the Services, the treatment of which is governed by the AI Addendum.
- "Order Form / SOW" means an ordering document or statement of work executed by the parties that references these Terms and describes the specific Services, fees, scope, and term.
- "Confidential Information" has the meaning given in Section 10.
- "AUP" means the Acceptable Use Policy published in the Legal Hub and incorporated by reference.
- "AI Addendum" means the AI Addendum published in the Legal Hub and incorporated by reference, governing AI-specific terms including Output, model behavior, and no-training commitments.
3. Services & Scope
Kroonen AI provides the Services described in these Terms, the applicable Schedule, and any Order Form / SOW. The specific features, functionality, and availability of each offering are described in the relevant Schedule (A, B, or C) below and may be supplemented by an Order Form / SOW.
Modification and discontinuation. We may modify, update, or discontinue any Service, feature, or functionality. For paid SaaS Services and Professional Services under an active Order Form / SOW, we will provide reasonable advance notice of any material adverse change or discontinuation, and Section 18 governs material changes that affect active subscribers. For Open-Source Software and Research previews, we may modify or discontinue availability at any time without notice.
Beta and early-access offerings. Some offerings are identified as beta, preview, early-access, or experimental, including Libre Phone (telephony) and the Genesis 1B Research playground. These offerings are provided "AS IS" and "AS AVAILABLE," may be incomplete, may change or be withdrawn at any time, may not be supported, and carry no SLA, warranty, or uptime commitment. Customer uses beta and early-access offerings at its own risk.
4. Schedule A — Open-Source Software
This Schedule A applies to the Open-Source Software, including Libre WebUI, Libre Claw, and any Genesis research materials published under an open-source license.
License governs solely. Your rights to use, copy, modify, and distribute the Open-Source Software are granted solely under the terms of the applicable open-source license (the Apache License, Version 2.0, or such other license as accompanies the code). These Terms do not modify, expand, or restrict the rights or obligations granted under that open-source license, and in the event of any conflict between these Terms and the applicable open-source license with respect to the Open-Source Software, the open-source license controls.
No warranty; no SLA; no support. The Open-Source Software is provided "AS IS" without warranty of any kind, as set out in the applicable open-source license. Kroonen AI has no obligation under these Terms to provide any maintenance, updates, support, service levels, or uptime for the Open-Source Software.
No trademark grant. The Open-Source Software is licensed for its code only. No rights are granted in or to the "Kroonen," "Kroonen AI," or "Libre" names, logos, or other trademarks, service marks, or trade names. The Apache-2.0 license does not grant trademark rights, and Section 9 (trademark restrictions) applies. Any use of Kroonen AI's marks requires separate prior written permission.
5. Schedule B — SaaS Services (Libre Bot)
This Schedule B applies to the SaaS Services, principally Libre Bot available at librebot.ai.
5.1 Accounts & Security
Customer must register for an account to access most SaaS Services. Customer is responsible for the accuracy of account information, for safeguarding credentials and API keys, and for all activity occurring under its account and Authorized Users. Customer must notify us promptly of any unauthorized access or suspected security incident affecting its account.
5.2 Plans, Seats & Quotas
The SaaS Services are offered under various plans that may include limits on seats, Authorized Users, message or query volume, API requests, storage, or other usage metrics (collectively, "Quotas"). The applicable plan, Quotas, and fees are described at the point of purchase or in an Order Form / SOW. We may meter usage and may throttle, queue, or charge for usage exceeding the applicable Quotas.
5.3 Free Tier — No SLA
Any free, trial, or no-cost tier of the SaaS Services is provided "AS IS" and "AS AVAILABLE" with no service-level agreement, no uptime commitment, and no support obligation, and may be modified, rate-limited, suspended, or discontinued at any time.
5.4 Suspension
We may suspend or restrict access to the SaaS Services, in whole or in part, if (a) Customer fails to pay amounts when due and the failure is not cured within the period stated in Section 7; (b) Customer or an Authorized User breaches the AUP or engages in activity that poses a security, legal, or integrity risk to the Services or others; or (c) suspension is required to comply with law or a government request. Where practicable, we will give notice and an opportunity to cure, except where immediate suspension is necessary to prevent harm.
5.5 Data Export on Termination
Upon expiration or termination of the SaaS Services, and subject to Section 16, Customer may export its Customer Data in a commonly used format during the export window described in Section 16. After the export window, we may delete Customer Data in accordance with the Privacy Policy and our retention practices.
6. Schedule C — Professional Services
This Schedule C applies to Professional Services, which are governed by these Terms and the applicable Order Form / SOW. Where an Order Form / SOW conflicts with this Schedule, the Order Form / SOW controls for that engagement.
6.1 Engagement Types
Professional Services may include pre-training, fine-tuning, dataset preparation, AI safety / red-team / CBRN evaluation, application and telephony development (including Twilio and Cloudflare integrations), and AI agents and orchestration. The specific scope, deliverables, milestones, and assumptions are defined in the Order Form / SOW.
6.2 Acceptance Criteria
The Order Form / SOW may specify acceptance criteria and a review period for deliverables. Unless the Order Form / SOW states otherwise, a deliverable is deemed accepted if Customer does not provide written notice of material non-conformance within the stated review period (or, if none is stated, within ten (10) business days of delivery). Our remedy obligation for non-conforming deliverables is limited to re-performance of the affected work within the SOW scope.
6.3 Client Dependencies
Customer will provide timely access to systems, data, personnel, decisions, approvals, and other dependencies reasonably required for the engagement. Delays, inaccuracies, or omissions in Customer dependencies may affect timelines, scope, and fees, and Kroonen AI is not responsible for resulting delays or non-performance.
6.4 Safety-Evaluation Findings
Findings, reports, scores, and recommendations from AI safety, red-team, or CBRN evaluation engagements are provided "AS IS" and reflect testing performed against a defined scope, model version, and point in time. Such findings are NOT a certification, accreditation, attestation, or guarantee that any model, system, or deployment is safe, secure, compliant, or free of vulnerabilities or harmful capabilities. Evaluations are inherently non-exhaustive. Customer is solely responsible for all remediation, mitigation, deployment, and release decisions, and for the consequences of those decisions. Kroonen AI does not assume any duty to monitor or update findings after delivery.
6.5 Subcontractors
Kroonen AI may engage qualified subcontractors to perform or assist with Professional Services. Kroonen AI remains responsible for the performance of its subcontractors under the applicable Order Form / SOW.
6.6 Deposits, Payment & Withholding
The Order Form / SOW may require an upfront deposit and/or milestone payments, which are due before the corresponding work begins or is released. Title to, and any license to use, deliverables, custom work product, source code, and configured environments transfer to Customer only upon Kroonen AI's receipt of full payment for the relevant deliverable, milestone, or engagement. Until such full payment is received, Customer obtains no right to use, deploy, copy, host, sublicense, or distribute the deliverables, and any such use is unlicensed and may constitute infringement.
If any undisputed invoiced amount is overdue, Kroonen AI may, on seven (7) days' written notice, suspend the engagement and withhold delivery of and access to deliverables, work product, source code, hosting environments, and administrative credentials until the overdue amounts (together with any late fees under Section 7) are paid, without prejudice to its other rights and remedies. Kroonen AI will nonetheless return or make available Customer's own personal data to the extent required by applicable data-protection law; withholding under this Section does not authorize deletion of Customer Data except as permitted under Section 16.
7. Fees, Billing & Payment
Fees. Customer will pay all fees stated at the point of purchase or in the applicable Order Form / SOW. Except as expressly stated in Section 8, fees are non-cancelable and non-refundable.
Auto-renewal. Unless an Order Form / SOW states otherwise, subscription SaaS Services automatically renew for successive periods equal to the then-current term, at the then-current rates, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term. Section 18 applies to material price increases for active subscribers.
Payment terms. Unless otherwise stated, invoiced fees are due net thirty (30) days from the invoice date; self-serve and online purchases are due upon purchase via the designated payment method. Customer authorizes recurring charges to its payment method for subscription fees.
Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes on Kroonen AI's net income.
Late fees. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Customer is responsible for reasonable costs of collection. We may suspend Services for non-payment as described in Section 5.4 (SaaS Services) and Section 6.6 (Professional Services), and may withhold deliverables, work product, and access for overdue amounts as described in Section 6.6.
Price changes. We may change pricing for future terms. For active subscribers, material price increases take effect at the next renewal and are subject to the notice requirements in Section 18.
8. Refunds & Cancellation
Subscriptions. Customer may cancel a subscription to stop future renewals; cancellation takes effect at the end of the then-current billing period. Unless required by law or expressly stated in an Order Form / SOW, fees already paid for the current period are non-refundable, and access continues through the end of the paid period.
Non-refundable amounts. Setup fees, onboarding fees, one-time fees, usage-based charges already incurred, and Professional Services fees for work performed are non-refundable.
Professional Services. Refunds for Professional Services, if any, are governed by the applicable Order Form / SOW.
9. Intellectual Property & License Grants
Kroonen AI IP. As between the parties, Kroonen AI and its licensors retain all right, title, and interest in and to the Services, the SaaS Services platform, the Research models and playgrounds, Kroonen AI's software, documentation, and all related intellectual property, except for rights expressly granted under these Terms or an open-source license. No rights are granted by implication.
License to use the Services. Subject to these Terms and payment of applicable fees, Kroonen AI grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the SaaS Services and Research previews during the term, solely for Customer's internal business purposes and in accordance with the AUP. (Open-Source Software is licensed solely under Section 4 / Schedule A.)
Professional-Services deliverables. Ownership of, and any license to use, deliverables and custom work product created under a Professional Services engagement transfer to Customer only upon Kroonen AI's receipt of full payment, as set out in Section 6.6. Before full payment, Customer receives no license to use, deploy, or distribute such deliverables.
Customer Data. Customer retains all right, title, and interest in and to Customer Data. Customer grants Kroonen AI a limited, non-exclusive license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, and support the Services, and as otherwise permitted by the Privacy Policy. Section 10 sets out the no-training commitment.
Output. Ownership, license, and permitted use of Output are governed by the AI Addendum. To the extent of any conflict regarding Output, the AI Addendum controls.
Feedback. If Customer or an Authorized User provides suggestions, ideas, or feedback about the Services, Customer grants Kroonen AI a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation.
Consulting deliverables. Ownership of deliverables produced under Professional Services is assigned or licensed as expressly set out in the applicable Order Form / SOW. Absent an express assignment in the Order Form / SOW, deliverables are licensed (not assigned), and Kroonen AI retains ownership of pre-existing materials, tools, methodologies, and generally applicable know-how, with a license to Customer to use them as embedded in the deliverables.
Trademark restrictions. The "Kroonen," "Kroonen AI," and "Libre" names, logos, and marks are the property of Kroonen AI. Except as expressly permitted in writing, Customer may not use, register, or imitate any Kroonen AI mark, and no trademark license is granted under these Terms or any open-source license.
10. Customer Data, Confidentiality & Security
10.1 Confidentiality
"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked or reasonably understood to be confidential, including Customer Data, business and technical information, pricing, and the terms of any Order Form / SOW. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known without confidentiality obligation before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.
The Receiving Party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and subcontractors bound by confidentiality obligations. The Receiving Party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted.
10.2 No Training on Customer Data
Kroonen AI does not use Customer Data, Customer inputs, or Output to train, fine-tune, or improve any machine-learning or AI models. This commitment applies to the SaaS Services and Research previews provided to Customer. Additional AI-specific terms, including any model-provider processing of inputs, are set out in the AI Addendum.
10.3 Privacy
Kroonen AI's collection and processing of personal data is described in the Privacy Policy, which is incorporated by reference. Where Kroonen AI processes personal data on Customer's behalf, the parties will enter into a data processing addendum as applicable.
10.4 Security & Breach Notification
Kroonen AI maintains commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, use, or disclosure. Kroonen AI will notify Customer without undue delay after becoming aware of a confirmed security breach affecting Customer Data, consistent with applicable law.
11. Acceptable Use
Customer and its Authorized Users must comply with the Acceptable Use Policy, which is incorporated by reference and forms part of these Terms. Prohibited uses, including prohibited AI uses, are described in the AUP and the AI Addendum. Violation of the AUP is a material breach and may result in suspension or termination under Sections 5.4 and 16.
12. Third-Party Dependencies
The Services may rely on or integrate with third-party products and services, including Cloudflare (hosting, Pages, Workers), Twilio (telephony for Libre Phone), SendGrid (email), Cloudflare Turnstile (anti-abuse), Ollama and other model runtimes, and upstream model providers including Anthropic and OpenAI (for Libre Bot). These third parties are not controlled by Kroonen AI, and their products and services are provided subject to their own terms.
Kroonen AI disclaims responsibility for the availability, performance, security, acts, or omissions of third-party products and services. Customer is responsible for complying with applicable upstream third-party terms where Customer directly procures or directs the use of such services. Third-party outages or changes may affect the Services without liability to Kroonen AI.
13. Warranties & Disclaimers
Limited authority warranty. Each party warrants that it has the legal authority to enter into and perform these Terms.
DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES, INCLUDING ALL OPEN-SOURCE SOFTWARE, SAAS SERVICES, RESEARCH PREVIEWS, PROFESSIONAL SERVICES, DELIVERABLES, AND OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KROONEN AI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
AI OUTPUT. KROONEN AI DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR FIT FOR ANY PURPOSE. AI MODELS CAN PRODUCE INCORRECT, BIASED, OR HARMFUL CONTENT. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING OUTPUT BEFORE RELYING ON OR DEPLOYING IT. KROONEN AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply.
14. Limitation of Liability
EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO KROONEN AI FOR THE APPLICABLE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE-TIER, OPEN-SOURCE, BETA, OR NO-COST SERVICES WHERE NO FEES WERE PAID, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
CARVE-OUTS. The exclusions and cap above do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 15; (c) Customer's breach of the AUP, the license scope, or Section 9 (IP) and Section 12 (upstream terms); (d) either party's breach of confidentiality obligations under Section 10 (subject to any separate cap stated in an Order Form / SOW); or (e) liability that cannot be limited or excluded under applicable law, such as for gross negligence, willful misconduct, fraud, or death or personal injury.
The parties agree that these limitations are a fundamental basis of the bargain and reflect a reasonable allocation of risk.
15. Indemnification
Customer indemnity. Customer will defend, indemnify, and hold harmless Kroonen AI and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising out of or related to (a) Customer Data; (b) Customer's or its Authorized Users' use of the Services in violation of these Terms, the AUP, the AI Addendum, or applicable law, including prohibited AI uses; (c) Customer's deployment or use of Output or deliverables, including remediation and release decisions following safety-evaluation findings; or (d) Customer's violation of third-party rights or upstream third-party terms.
Kroonen AI indemnity. Kroonen AI will defend Customer against any third-party claim alleging that the SaaS Services, as provided by Kroonen AI and used in accordance with these Terms, directly infringe a valid U.S. patent, registered copyright, or trademark, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded or agreed in settlement. If the SaaS Services are or are likely to become the subject of an infringement claim, Kroonen AI may, at its option and expense, (i) procure the right for Customer to continue using the affected Service; (ii) modify or replace it to be non-infringing while substantially equivalent; or (iii) if neither is commercially reasonable, terminate the affected Service and refund any prepaid, unused fees for it. This indemnity does not apply to claims arising from Open-Source Software, Research previews, beta offerings, Output, Customer Data, modifications not made by Kroonen AI, combination with non-Kroonen products, or use in violation of these Terms.
Procedure. The party seeking indemnification will (a) give the indemnifying party prompt written notice of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided that no settlement imposing liability or admission on the indemnified party may be made without its consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.
16. Term & Termination
Term. These Terms apply for as long as Customer uses the Services. Subscription terms and renewals are as stated in Section 7 and any Order Form / SOW.
Termination for convenience. Either party may terminate an at-will or free-tier Service at any time. Termination for convenience of a fixed-term Order Form / SOW is permitted only as expressly stated in that Order Form / SOW.
Termination for cause. Either party may terminate these Terms or an Order Form / SOW if the other party materially breaches and fails to cure the breach within thirty (30) days after written notice, or immediately if the breach is incapable of cure (such as certain AUP violations, IP misuse, or breaches of confidentiality).
Suspension. Kroonen AI may suspend Services as described in Section 5.4 before terminating.
Effect of termination. Upon termination or expiration, Customer's right to access the affected Services ends, and any outstanding fees become due. Customer may export Customer Data during a window of thirty (30) days after termination (the "export window"), unless a shorter period is required by the circumstances of termination for cause. After the export window, Kroonen AI may delete Customer Data in accordance with the Privacy Policy and applicable law, except as required to be retained by law.
Deliverables and credentials on termination. The transfer or release of Professional-Services deliverables, custom work product, source code, hosting environments, and administrative credentials on termination is conditioned on Customer's payment of all undisputed outstanding fees, as set out in Section 6.6. Kroonen AI will return Customer's own personal data as required by applicable data-protection law, but may withhold deliverables, work product, and non-essential access while undisputed amounts remain overdue. This does not limit Customer's right to export Customer Data during the export window above.
Survival. Sections 2 (Definitions), 7 (accrued fees), 8, 9, 10, 13, 14, 15, 16 (effect and survival), 17, 19, and 20, and any provision that by its nature should survive, survive termination.
17. Governing Law & Dispute Resolution
Governing law. These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
Informal resolution. Before initiating arbitration, the parties will attempt to resolve any dispute informally by sending written notice describing the dispute to the other party and negotiating in good faith for at least thirty (30) days.
Binding arbitration. Except for the carve-outs below, any dispute arising out of or relating to these Terms or the Services will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) or, by mutual agreement, JAMS, under its then-current commercial rules. The arbitration will be seated in Delaware, conducted in English, and decided by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Class-action and jury waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AND ANY RIGHT TO A JURY TRIAL.
Carve-outs. Either party may (a) bring an individual claim in small-claims court if it qualifies; and (b) seek injunctive or equitable relief in a court of competent jurisdiction in Delaware to protect its intellectual property or Confidential Information. Customer consents to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for such matters.
30-day opt-out. Customer may opt out of the arbitration and class-action-waiver provisions by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Opting out does not affect the other provisions of these Terms.
18. Changes to Terms
We may update these Terms from time to time. We will post the updated Terms in the Legal Hub and revise the "Last updated" date. For non-material changes, the updated Terms take effect upon posting.
Material changes. For material changes that adversely affect active paid subscribers, we will provide advance notice (by email or in-product) before the changes take effect, and where required, active subscribers will be asked to affirmatively re-accept the updated Terms to continue using the affected Services. If an active subscriber does not accept a material change, its sole remedy is to stop using the affected Services and, where applicable, terminate as provided in Section 16.
Versioning. Prior versions are identified by their "Last updated" date, and we will maintain reasonable version history. Continued use of the Services after changes take effect constitutes acceptance, subject to the re-acceptance requirement above.
19. General
Assignment. Customer may not assign or transfer these Terms without Kroonen AI's prior written consent, except to a successor in a merger or sale of substantially all assets, provided the successor is not a competitor and assumes these Terms. Kroonen AI may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void.
Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and failures or changes of third-party providers.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions remain in effect.
No waiver. A party's failure to enforce a provision is not a waiver of its right to do so later.
Entire agreement. These Terms, together with the applicable Schedules, the AUP, the AI Addendum, the Privacy Policy, and any Order Form / SOW, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on that subject.
Notices. Legal notices to Kroonen AI must be sent to [email protected] and to 8 The Green, Ste B, Dover, DE 19901, United States. We may give notice to Customer by email to the account contact or by in-product notification.
Export control and sanctions. Customer will comply with applicable export-control and economic-sanctions laws and represents that it is not located in, or a national of, an embargoed country, and is not on any restricted-party list. Customer will not use the Services in violation of such laws.
U.S. government end users. The Services are "commercial items" / "commercial computer software" as defined in applicable Federal Acquisition Regulations, and any use, duplication, or disclosure by the U.S. Government is subject to the restrictions in these Terms.
Relationship. The parties are independent contractors; these Terms do not create a partnership, agency, joint venture, or employment relationship.
Independent development. Nothing in these Terms limits Kroonen AI from developing, acquiring, or marketing products or services that are similar to or compete with Customer's, provided no Confidential Information is used in breach of Section 10.
20. Contact
Questions about these Terms may be directed to:
- Kroonen AI, Inc.
- 8 The Green, Ste B, Dover, DE 19901, United States
- Email: [email protected]
- Phone: +1 (916) 999-5979