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Terms of Service

Last Updated: Dec 15, 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 (“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”).

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By signing an Order Form that references these Terms (or by accessing/using the Services after your account is provisioned), you agree to be bound by these Terms.

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1. Agreement structure; order of precedence

1.1 Agreement. The “Agreement” means (a) the executed Order Form(s), (b) these Terms, and (c) the Klarion Data Processing Agreement (“DPA”), each as incorporated by reference.

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 No self-serve; provisioning. Customer accounts are provisioned after an Order Form is executed. There is no self-service signup that creates a binding contract absent an Order Form.

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2. Definitions

  • “Customer Data” means data, content, text, files, and information submitted to the Services by or on behalf of Customer, including support tickets, chats, surveys, and other feedback datasets.

  • “Output” means the analyses, categorizations, dashboards, alerts, reports, exports, and other results generated by the Services from Customer Data.

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

  • “Authorized Users” means employees/contractors of Customer authorized to use the Services under Customer’s account.

 
3. Subscription term; renewal; termination

3.1 Term. The subscription term and any renewal terms are set forth in the Order Form (“Subscription Term”).

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.

 
4. Fees; taxes; payment

4.1 Fees. Fees and payment terms are in the Order Form.

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.

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5. Access, accounts, and Customer responsibilities

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.

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6. Acceptable use restrictions

Customer will not (and will not allow any third party to):

  • use the Services to violate law or third-party rights;

  • upload or process data that Customer does not have rights to provide;

  • attempt to reverse engineer or extract source code, models, or underlying prompts except to the extent prohibited by law;

  • interfere with, probe, or breach the Services’ security;

  • use the Services to develop or train competing products based on Klarion Confidential Information (this does not restrict Customer’s use of its own Customer Data and business learnings);

  • submit malware, spyware, or harmful code.

 

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.

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7. AI and analytics-specific terms

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.

  • Customer Data. Klarion will not use Customer Data to train a general-purpose model made available to third parties except as permitted in the DPA and Section 7.3(b).

  • Aggregated/De-identified data. Klarion may create and use aggregated and/or de-identified data derived from Customer Data and usage telemetry to operate, secure, and improve the Services, provided it does not identify Customer or any individual.

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.

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8. Confidentiality

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.

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9. Data processing; privacy

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.

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10. Intellectual property; Customer Data; Output

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.

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11. Warranties; disclaimers

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.

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12. Limitation of liability

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 THE AGREEMENT 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.

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; or (c) violations of the other party’s intellectual property rights (except that Klarion’s liability for IP infringement remains subject to 12.2 unless the Order Form states otherwise).

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13. Indemnification

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.

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14. Notices

Notices must be in writing and delivered by email and/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.

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15. Governing law; venue; waiver of jury trial

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.

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16. Miscellaneous

  • Assignment. Either party may assign to an affiliate or in connection with a merger/sale of substantially all assets, without consent; otherwise, consent required.

  • Force majeure. Neither party is liable for delays beyond reasonable control (excluding payment obligations).

  • Severability; waiver. Unenforceable terms are modified to the minimum extent necessary; no waiver unless in writing.

  • Survival. Sections that by nature should survive do survive (including confidentiality, IP, disclaimers, limitations, indemnities).

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