Last Updated July 20, 2025
These Terms of Service (“Terms”) are a binding legal agreement between Klarion, Inc. (“Klarion”, “we”, “us”) and the entity identified in an Order Form or during account registration (“Customer”, “you”). These Terms govern Customer’s access to and use of Klarion’s hosted software-as-a-service platform, including any dashboards, APIs (if any), connectors, documentation, and related services we make available (collectively, the “Services” or “Platform”).
By signing an Order Form, accepting these Terms during account registration, or accessing or using the Services after an account has been approved, Customer agrees to these Terms. The individual accepting these Terms represents that they are authorized to bind Customer.
1.1 The “Agreement” means these Terms, Klarion Data Processing Agreement (“DPA”), and any executed Order Form(s) entered into by Customer and Klarion. If Customer uses the Basic Plan without an Order Form, the Agreement consists of these Terms and the DPA.
1.2 Order of precedence. If there is a conflict: (i) the Order Form controls over these Terms and the DPA only on pricing, subscription scope, and commercial terms stated in the Order Form; (ii) the DPA controls over these Terms on Personal Data processing topics; and (iii) these Terms control over any website/help-center materials.
1.3 Self-service accounts and provisioning. The Basic Plan may be requested through Klarion’s self-service registration process. An Order Form is not required for the Basic Plan. Access remains subject to Klarion’s review and approval, and an account is not active until Klarion approves and provisions it. Klarion may require an Order Form for paid plans or other Services.
3.1 Term. For a Paid Plan, the subscription term and any renewal terms are stated in the Order Form. For the Basic Plan, the Agreement begins when Klarion approves Customer’s account and continues until Customer or Klarion terminates it.
3.2 Termination for cause. Either party may terminate the Agreement upon written notice if the other party materially breaches and fails to cure within 30 days after notice (10 days for non-payment).
3.3 Suspension. Klarion may suspend access immediately (with notice when practicable) if: (a) Customer’s use poses a security risk to the Services or other customers; (b) Customer violates Section 6 (Acceptable Use); (c) required by law; or (d) to mitigate an ongoing incident.
3.4 Effect of termination. Upon termination/expiration: (a) Customer’s access ends; (b) each party will return or destroy the other’s Confidential Information as required; and (c) Customer Data deletion/return will be handled per the DPA (and any Order Form specifics). Fees are non-refundable except as expressly stated in the Order Form.
3.5 Basic Plan terms
3.5.1 Eligibility. The Basic Plan is available only to business entities that are organized under the laws of the United States or a U.S. state and have their principal place of business in the United States. It may be used only for Customer’s internal business purposes. It is not available for personal, consumer, educational, or other non-business use.
3.5.2 Accurate information. Customer must provide complete and accurate information when requesting the Basic Plan and must keep that information current. The person registering must be at least 18 years old and authorized to act for Customer.
3.5.3 Review and approval. Klarion may request information reasonably needed to confirm Customer’s identity, business status, location, authority, or intended use. Klarion may approve, reject, suspend, or withdraw access to the Basic Plan in its discretion. Klarion is not required to provide a reason for its decision.
3.5.4 Plan limits. The Basic Plan is subject to the features, integrations, ticket limits, user limits, storage limits, and other restrictions Klarion makes available from time to time. Klarion’s systems will determine usage. Unused capacity does not roll over. Klarion may decline, delay, sample, or stop processing data that exceeds applicable limits. Unless Klarion approves otherwise, Customer and any businesses under common ownership or control may maintain only one Basic Plan account.
3.5.5 Changes to the Basic Plan. Klarion may add, remove, reduce, limit, suspend, or change any Basic Plan feature or capability at any time. This includes integrations, usage limits, analytics, reports, support, storage, and data-retention practices. Klarion may discontinue the Basic Plan or require Customer to move to a Paid Plan to continue using some or all of the Services.
3.5.6 Termination and suspension. Customer may stop using the Basic Plan at any time. Klarion may decline, suspend, or terminate a Basic Plan account at any time in its discretion, with or without prior notice, subject to applicable law and the DPA.
Klarion may also suspend or close inactive Basic Plan accounts. When practicable, Klarion will provide notice before closing an inactive account.
Klarion does not guarantee that Customer Data or Output will remain available or recoverable after termination.
3.5.7 No service commitments. The Basic Plan does not include any guaranteed service level, uptime, processing time, support response time, backup, storage, retention period, or continued availability of any feature. Any support provided for the Basic Plan is provided at Klarion’s discretion.
4.1 Fees. Fees and payment terms for Paid Plans are stated in the applicable Order Form or checkout process. The Basic Plan currently has no subscription fee.
4.2 Taxes. Fees exclude taxes. Customer is responsible for applicable taxes except taxes on Klarion’s net income.
4.3 Late payments. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs.
5.1 Authorized Users; credentials. Customer is responsible for its Authorized Users’ compliance and for maintaining credential confidentiality.
5.2 Customer responsibilities. Customer will: (a) ensure it has all rights/permissions to provide Customer Data to Klarion; (b) configure and use the Services in compliance with law; and (c) implement reasonable internal controls (e.g., access governance, least privilege).
5.3 Integrations and connectors. If Customer enables third-party integrations, Customer authorizes Klarion to access and process data made available through those integrations solely to provide the Services.
Customer will not (and will not allow any third party to):
Sensitive data caution. Unless the parties expressly agree in writing, Customer should not provide: (i) payment card data subject to PCI DSS, (ii) protected health information under HIPAA, or (iii) highly sensitive government identifiers, in each case as Customer Data.
7.1 Human review; no sole-basis decisions. The Services generate automated analytics and may include AI-assisted classifications and summaries. Output may be incorrect or incomplete. Customer is responsible for human review and for how it uses Output, including any decisions or actions taken based on Output.
7.2 Prohibited high-risk use. Customer will not use the Services for (a) employment, credit, housing, insurance, or other decisions producing legal or similarly significant effects solely through automated processing, or (b) any “high-risk” regulated use case, unless the parties expressly agree in writing and implement appropriate controls.
7.3 Model training and service improvement.
7.4 Third-party AI components. The Services may rely on third-party infrastructure and AI providers. Klarion remains responsible for its obligations under the Agreement, and will manage Subprocessors per the DPA.
8.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that a reasonable person should understand as confidential, including the Agreement, Customer Data, and the Platform (including non-public features, documentation, and security information).
8.2 Obligations. Each party will: (a) use the other’s Confidential Information only to perform under the Agreement; (b) protect it using reasonable care; and (c) disclose it only to personnel/contractors with a need to know who are bound by confidentiality obligations.
8.3 Exclusions. Confidential Information excludes information that is independently developed, rightfully received from a third party without duty, or becomes public without breach.
8.4 Compelled disclosure. A receiving party may disclose Confidential Information if legally required, and will provide notice and cooperate to limit disclosure where legally permitted.
9.1 DPA governs Personal Data. To the extent Klarion processes Personal Data on Customer’s behalf, the DPA applies and is incorporated by reference.
9.2 No redundancy. Any security measures, breach notice, assistance with data subject requests, subprocessors, and cross-border transfer terms relating to Personal Data are addressed in the DPA, not in these Terms.
10.1 Customer Data. Customer retains all rights in Customer Data. Customer grants Klarion a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Services and as otherwise permitted by the DPA and Section 7.3.
10.2 Output. As between the parties, Customer owns Output generated from Customer Data. Klarion retains all rights in and to the Platform, including models, algorithms, classification systems, templates, prompts, and know-how, and any improvements thereto.
10.3 Feedback. If Customer provides suggestions or feedback, Klarion may use it without restriction or obligation.
11.1 Mutual authority. Each party warrants it has authority to enter the Agreement.
11.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KLARION DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11.3 No professional advice. Output is informational and not legal, financial, or compliance advice.
12.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
12.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO A PAID PLAN WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO KLARION UNDER THE ORDER FORM(S) DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
FOR CLAIMS ARISING OUT OF OR RELATED TO THE BASIC PLAN, EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED US$100.
12.3 Carveouts. Sections 12.1–12.2 do not limit liability for: (a) a party’s fraud or willful misconduct; (b) Customer’s payment obligations; (c) violations of the other party’s intellectual property rights ; or (d) Customer’s obligation under Section 13.1
Klarion’s liability for IP infringement remains subject to 12.2 unless the Order Form states otherwise.
13.1 By Customer. Customer will indemnify and defend Klarion against third-party claims arising from (a) Customer Data infringing third-party rights, or (b) Customer’s use of the Services in violation of law or the Agreement.
13.2 By Klarion (IP infringement). Klarion will indemnify and defend Customer against third-party claims alleging the Services (excluding Customer Data and third-party components) infringe U.S. intellectual property rights, and pay resulting damages finally awarded or agreed in settlement, provided Customer promptly notifies Klarion and allows Klarion to control the defense.
13.3 Remedies. If an infringement claim occurs, Klarion may: (a) modify the Services to be non-infringing; (b) procure the right to continue use; or (c) terminate the affected Services and refund prepaid unused fees for the terminated portion.
13.4 Exclusions. Klarion has no obligation to the extent a claim arises from Customer Data, Customer’s instructions, Customer’s modifications, or use not in accordance with the Agreement.
13.5 Basic Plan. Klarion’s indemnification obligations under Sections 13.2 through 13.4 do not apply to the Basic Plan.
Klarion may send notices to Customer using the email address associated with Customer’s account. Operational notices, Basic Plan changes, and updates to these Terms may also be provided through the Services or by posting an updated version on Klarion’s website.
Formal notices concerning material breach or termination for cause must be in writing and delivered by email or recognized courier.
Notices to Klarion may be sent to: 1640 Boro Place, 4th Floor, Mclean, VA 22102 (registered office) or to such other address as Klarion designates.
Customer is responsible for keeping its account contact information current.
The Agreement is governed by Delaware law, excluding conflict of laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party waives any right to a jury trial.
