Korium gives your AI agents and applications a persistent, private memory that you access over our MCP endpoint and web console. You own the data you put in. We keep each customer’s data isolated at the database layer, and we do not use your content to train AI models. The Service is sold by subscription, with a Free plan that needs no card and paid plans charged when you subscribe, and usage above your plan’s included allowance is billed as overage. The Service is provided “as is,” our liability is capped, and disputes are resolved by individual binding arbitration under Georgia law. The controlling terms are below.
These Korium Subscription Terms of Service (this “Agreement”) are a binding contract between Kyroco, LLC (“Kyroco,” “we,” “us”) and the person or entity that accesses or uses Korium (“Customer,” “you”). This Agreement incorporates our Acceptable Use Policy and Privacy Policy.
1.1 Binding contract. These Korium Subscription Terms of Service, together with any order, plan selection, or Order Form that references them, our Acceptable Use Policy, our Privacy Policy, and any addenda incorporated by reference (collectively, this “Agreement”), form a binding legal agreement between Kyroco, LLC and the person or entity that registers for, accesses, or uses the Service (“Customer,” “you,” or “your”).
1.2 Acceptance. You accept this Agreement by clicking “I agree” (or a similar control), by executing an Order Form that references it, or by accessing or using the Service, whichever occurs first. If you do not agree, do not access or use the Service.
1.3 Authority. If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity. If you have no such authority, or if you do not agree, you must not accept this Agreement or use the Service.
1.4 Eligibility. The Service is intended for business and professional use by users who are at least 18 years old (or the age of majority in your jurisdiction, if higher). The Service is not directed to children, and you must not use it to knowingly collect or store the personal information of children under 13 (or under 16 in the EEA/UK) except in compliance with applicable law and a separate written agreement with us.
1.5 Changes to this Agreement. We may update this Agreement from time to time. If we make a material change, we will provide notice by email, through the Service, or by posting the updated Agreement with a new “Last Updated” date at least 30 days before the change takes effect (except where a shorter period is required for legal, security, or fraud-prevention reasons). Your continued use of the Service after the effective date of an update constitutes acceptance of the updated Agreement. If you do not agree to an update, your sole remedy is to stop using and terminate the Service before the update takes effect.
“Account” means the credentialed account through which you access and administer the Service.
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests.
“AI Output” means any content, inference, summary, relation, ranking, or other result generated by the Service, by any large-language-model or embedding provider used by the Service, or by your connected agents or tools in connection with the Service.
“API Key” / “Access Token” means a credential (including an MCP endpoint token) that authenticates access to the Service.
“Customer Content” means data, text, memories, entities, relations, embeddings, source code (where the code-indexing add-on is enabled), files, and other materials that you or your Users submit to, store in, or generate within the Service, excluding Usage Data and AI Output attributable to third-party models. Customer Content includes any Personal Data contained within it.
“Documentation” means the then-current usage guides, technical documentation, and policies we make generally available for the Service.
“Memory Operation” means a metered, LLM-bearing unit of work performed by the Service (for example, a capture, extraction, graph-build, or cognitive-sort operation), as further described in the Documentation and on the Pricing Page. Reads and searches are not metered as Memory Operations except as stated in the Documentation.
“MCP Endpoint” means the Model Context Protocol interface over which agents and tools connect to the Service.
“Order Form” means an ordering document or online plan selection specifying the plan, seats, quotas, fees, and term.
“Personal Data” means information relating to an identified or identifiable natural person, as defined under applicable data protection law.
“Pricing Page” means our then-current pricing page or the pricing set out in an applicable Order Form.
“Seat” means a unique authenticated User counted once across your entire organizational subtree, as described in Section 6 and the Documentation.
“Service” means the Korium hosted graph-memory service, including the MCP Endpoint, the web console and customer dashboard, APIs, and related software and Documentation we make available.
“Usage Data” means data and telemetry we collect or generate about the configuration, performance, and use of the Service (such as volumes, latencies, error rates, and feature usage), excluding Customer Content.
“User” means an individual you authorize to access the Service under your Account (including your employees, contractors, and agents), each using their own credentials.
3.1 Access grant. Subject to your compliance with this Agreement and payment of applicable fees, Kyroco grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service, and to integrate your agents and applications with it via the MCP Endpoint and APIs, solely for your and your Affiliates’ internal business purposes and in accordance with the Documentation.
3.2 Accounts and credentials. You must register an Account to use the Service. You are responsible for (a) configuring and safeguarding your Account, API Keys, and Access Tokens; (b) all activity that occurs under your Account or credentials; and (c) promptly notifying us of any known or suspected unauthorized use or security breach. Credentials are issued per User. You must not share a single login among multiple people; a shared login may be blocked from storing memory. Where the Service requires passkey enrollment, each User must enroll and maintain their own passkey.
3.3 Users and Affiliates. You may permit your Users and Affiliates to use the Service under your Account. You are responsible for their compliance with this Agreement, and any act or omission by a User or Affiliate that would breach this Agreement is deemed your breach.
3.4 Service changes. We are continually improving the Service and may modify, add, or discontinue features. We will not materially reduce the core functionality of a paid plan during a paid term without providing a materially equivalent alternative or a pro-rated refund for the unused, prepaid portion attributable to the removed functionality.
3.5 Beta, preview, and add-on features. Features designated as beta, preview, early access, or invite-only (including, at launch, the code-indexing add-on) are provided for evaluation, “AS IS,” may be changed or withdrawn at any time, and are excluded from any service-level commitment and from the warranties in Section 12. Additional or different terms may apply to add-ons, as stated when they are offered.
3.6 Third-party services and connected tools. The Service is designed to connect to third-party agents, tools, model providers, and platforms that you choose (“Third-Party Services”). Your use of Third-Party Services is governed by their own terms, and we are not responsible for them. You are responsible for any data you route to or from Third-Party Services and for maintaining any rights, consents, and credentials needed to connect them.
4.1 Acceptable Use Policy. Your use of the Service must comply with this Section 4 and with our Acceptable Use Policy, which is incorporated by reference and which we may update from time to time.
4.2 Restrictions. You will not, and will not permit any User or third party to:
4.3 Responsibility for Customer Content and AI use. You are solely responsible for Customer Content and for your and your Users’ use of AI Output. You must independently review AI Output before relying on it, and you must not use the Service or AI Output in a manner that requires a level of accuracy or reliability the Service does not warrant, or as the sole basis for decisions with legal, medical, financial, or safety consequences, without appropriate human review.
4.4 Enforcement. We may investigate suspected violations of this Section 4 and may remove or disable access to offending Customer Content or use. We are not obligated to monitor Customer Content but may do so to operate, secure, and improve the Service and to comply with law.
5.1 Plans. The Service is offered on subscription plans (for example, Free, Pro, Team, and Enterprise) described on the Pricing Page or in an Order Form. A Free plan is available at no charge and requires no payment method. Paid self-serve plans require a payment method at signup, and your first billing period is charged when you subscribe. We do not offer a trial period, and no plan converts automatically from unpaid to paid. Where we grant complimentary access, for example through an invitation from Kyroco, no payment method is required and no fees accrue unless and until you choose a paid plan.
5.2 Fees. You will pay all fees for the plan you select, including base subscription fees, per-Seat fees for Seats above your plan’s included allowance, and usage-based overage fees for Memory Operations above your plan’s included pooled quota, all as set out on the Pricing Page or your Order Form. Except as expressly stated in this Agreement or required by law, all fees are non-refundable and payment obligations are non-cancelable once incurred.
5.3 Billing and payment processor. Recurring fees are billed in advance and usage-based overage is billed in arrears, on the cycle stated for your plan. Payments are processed by our third-party payment processor (currently Stripe), and you authorize us and our processor to charge your payment method on file for all fees when due. You are responsible for providing complete and accurate billing information and for keeping it current.
5.4 Auto-renewal. Unless otherwise stated on your Order Form, subscriptions automatically renew for successive periods equal to the then-current term at the then-current rates, unless either party gives notice of non-renewal before the end of the current term (for self-serve monthly plans, by canceling before the next renewal date; for term Order Forms, at least 30 days before the end of the term). You may manage renewal and cancellation through the customer dashboard or the Stripe customer portal.
5.5 Usage measurement. Seat counts and Memory Operation usage are measured by the Service, and those measurements are the basis for fees. Our records of usage are presumed accurate absent manifest error.
5.6 Spend caps. Where a spend cap is available or enabled by default, it restricts additional metered work when the cap is reached (placing the affected scope into a usage-restricted, read-only state for metered operations) rather than silently accruing further overage. You are responsible for configuring spend caps appropriately; a spend cap is a cost-control convenience and not a guarantee against all charges.
5.7 Price changes. We may change fees. For self-serve plans, we will give at least 30 days’ notice before a price change takes effect at your next renewal. For term Order Forms, prices are fixed for the committed term unless the Order Form states otherwise.
5.8 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, withholding, and similar taxes, excluding taxes on our net income. If we are required to collect taxes, we will charge them in addition to the fees.
5.9 Late payment; suspension. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If your payment method fails or fees are overdue, we may (after reasonable notice) suspend the Service or place your workspace into a read-only or frozen state, in whole or in part, until payment is made. Suspension for non-payment does not relieve you of the obligation to pay.
5.10 Enterprise terms. Enterprise plans may be invoiced with net 30-day payment terms and may carry negotiated pricing, seat rates, discounts, quotas, data-residency, and deployment options set out in an Order Form, which controls over conflicting terms in these Sections 5 to 6 to the extent expressly stated.
6.1 Seat counting. A Seat is a unique authenticated User counted once across your entire organizational subtree, regardless of how many sub-organizations that User belongs to. Structural nesting of sub-organizations does not itself create additional billable entities.
6.2 Plan limits. Each plan includes a number of Seats, a pooled usage quota shared across your subtree, and other limits described on the Pricing Page. Certain capabilities (for example, higher Seat counts) are available only on specified plans. Exceeding a plan limit may require an upgrade, may be refused with a message identifying the limit, or may incur overage as described for that limit.
6.3 One payer per customer. Billing is consolidated under a single designated payer organization for your account subtree; the payer’s plan and billing state govern the entire subtree, including any suspension or freeze for non-payment or lapse.
7.1 Ownership of Customer Content. As between the parties, you own all right, title, and interest in and to Customer Content, including all intellectual property rights in it. We claim no ownership of Customer Content.
7.2 License to operate the Service. You grant Kyroco a worldwide, non-exclusive, royalty-free license to host, copy, store, process, transmit, index, display, and create derived technical representations of Customer Content (such as embeddings and graph relations) solely to the extent necessary to provide, secure, maintain, support, and improve the Service for you, to calculate fees, and to comply with law. This license exists only for so long as you retain Customer Content in the Service, except for residual backups made in the ordinary course and retained as described in Section 11.
7.3 No training of AI models on your content. Kyroco will not use Customer Content to train, fine-tune, or improve any general-purpose or foundation machine-learning or artificial-intelligence models. We do not sell Customer Content, and we do not share Customer Content with third parties except (a) with subprocessors that help us provide the Service under confidentiality and data-protection obligations, (b) as you direct (for example, through Third-Party Services you connect), or (c) as required by law under Section 7.7.
7.4 Model providers. The Service uses third-party model and embedding providers to perform certain Memory Operations. We contract with those providers on terms intended to prohibit their use of Customer Content to train their models. A current list of subprocessors and model providers is available on request and at kyroco.ai/legal/subprocessors.
7.5 Usage Data and aggregated data. We may collect and use Usage Data, and may create aggregated and de-identified data derived from use of the Service, to operate, secure, analyze, and improve our products and for other lawful business purposes. We will not disclose aggregated or de-identified data to third parties in a form that identifies you, any User, or any individual, or that can reasonably be re-associated with you.
7.6 Your responsibilities for Customer Content. You represent and warrant that you have all rights, consents, and lawful bases necessary to submit Customer Content to the Service and to authorize its processing as described in this Agreement, and that Customer Content and its processing do not violate applicable law or third-party rights.
7.7 Compelled disclosure. We may disclose Customer Content if required by law, regulation, legal process, or governmental request. Where legally permitted, we will give you reasonable prior notice so you may seek a protective order, and we will disclose only what is legally required.
7.8 Feedback. If you give us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.
8.1 Security measures. We maintain commercially reasonable administrative, technical, and organizational measures designed to protect Customer Content against unauthorized access, use, alteration, and disclosure, including database-enforced tenant isolation (row-level security) and encryption in transit. A description of our current security measures is available at kyroco.ai/legal/security.
8.2 Shared responsibility. Security is a shared responsibility. You are responsible for configuring your Account, managing User access and credentials, enrolling and safeguarding passkeys, choosing what Customer Content to submit, and securing your own systems and Third-Party Services. No method of transmission or storage is perfectly secure, and we do not warrant that the Service will be free from all vulnerabilities or unauthorized access despite our measures.
8.3 Privacy. Our collection and use of Personal Data in operating the Service is described in our Privacy Policy, which is incorporated by reference.
8.4 Data processing; DPA. Where you submit Personal Data as Customer Content and applicable data protection law requires it, our Data Processing Addendum (available at kyroco.ai/legal/dpa) applies and is incorporated by reference; in it, we act as processor and you as controller with respect to such Personal Data. For any transfer or storage location or data-residency commitment beyond our default region, an Order Form or the DPA governs.
8.5 Incident notification. We will notify you without undue delay after becoming aware of a confirmed breach of security leading to the unauthorized disclosure of your Customer Content, consistent with applicable law and our security commitments.
9.1 Our IP. Kyroco and its licensors own all right, title, and interest in and to the Service, the Documentation, and all software, technology, models, know-how, and intellectual property embodied in or associated with them, including all improvements and derivatives. Except for the limited rights expressly granted in this Agreement, no rights are granted to you by implication, estoppel, or otherwise.
9.2 Trademarks. “Kyroco,” “Korium,” and related logos are trademarks of Kyroco. You may not use them without our prior written consent, except to accurately identify Kyroco as your provider.
9.3 Publicity. We may identify you as a customer and use your name and logo in customer lists and marketing materials, consistent with any brand guidelines you provide. You may opt out at any time by written notice to reports@kyroco.ai, after which we will discontinue new uses within a reasonable period.
10.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including the Service’s non-public features, pricing, and Documentation (ours) and Customer Content (yours). Confidential Information excludes information that is or becomes public without breach, was rightfully known without confidentiality obligations, is independently developed, or is rightfully obtained from a third party.
10.2 Obligations. Each party will use the other’s Confidential Information only to exercise its rights and perform its obligations under this Agreement, will protect it with at least reasonable care, and will not disclose it except to its personnel, Affiliates, and advisors who need to know it and are bound by confidentiality obligations no less protective than these. A party may disclose Confidential Information if required by law, subject to Section 7.7-style notice where practicable.
11.1 Term. This Agreement begins on the Effective Date (or your first use) and continues for the duration of your subscription and any renewals (the “Subscription Term”), until terminated as provided here.
11.2 Termination for convenience. You may terminate your subscription at any time through the customer dashboard or Stripe customer portal, effective at the end of your current billing period; termination does not entitle you to a refund of prepaid fees except as expressly stated. We may terminate a Free or self-serve plan for convenience on 30 days’ notice.
11.3 Termination for cause. Either party may terminate this Agreement if the other party materially breaches it and fails to cure the breach within 30 days after written notice. We may terminate or suspend immediately if you breach Section 4 (Acceptable Use), fail to pay after notice, or if your use poses a security, legal, or operational risk to the Service or others.
11.4 Suspension. We may suspend your access, in whole or in part, for non-payment (Section 5.9), suspected violation of Section 4, or a risk to the security or integrity of the Service. Where practicable and lawful, we will give prior notice and limit the scope and duration of suspension.
11.5 Effect of termination. On termination or expiration, your right to access the Service ends and all licenses granted to you terminate. Sections that by their nature should survive (including Sections 4.3, 5.2, 7.1, 7.3, 7.5, 7.8, 9, 10, 12, 13, 14, 15, and 16) survive.
11.6 Data export and deletion. For 30 days after termination or expiration (the “Retrieval Period”), we will make Customer Content available for export through the Service or a reasonable alternative, unless prohibited by law or unless termination was for your breach of Section 4. After the Retrieval Period, we will delete or de-identify Customer Content in the ordinary course, except for residual copies retained in routine backups (which are deleted on our standard backup cycle) or as required by law. You are responsible for exporting Customer Content before the end of the Retrieval Period.
12.1 Limited warranty. We warrant that the Service will perform materially in accordance with the Documentation during the Subscription Term. Your exclusive remedy, and our sole obligation, for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, and if we cannot do so within a reasonable time, you may terminate the affected subscription and receive a pro-rated refund of prepaid, unused fees for the non-conforming Service.
12.2 Mutual authority warranty. Each party warrants that it has the legal power and authority to enter into this Agreement.
12.3 Disclaimer.
EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE SERVICE, DOCUMENTATION, AND ALL AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND KYROCO AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY 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. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR FIT FOR ANY PURPOSE. AI OUTPUT MAY BE INCORRECT OR INCOMPLETE AND MUST BE INDEPENDENTLY VERIFIED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
13.1 By Kyroco. We will defend you against any third-party claim alleging that your authorized use of the Service (excluding Customer Content, AI Output, Third-Party Services, and combinations not provided by us) infringes that third party’s United States patent, registered copyright, or trademark, or misappropriates its trade secret, and we will indemnify you for damages and reasonable costs finally awarded against you or agreed in settlement. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right for you to continue using it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid, unused fees. This Section states our entire liability for infringement claims.
13.2 By you. You will defend and indemnify Kyroco and its officers, employees, and agents against any third-party claim arising out of or relating to (a) Customer Content, (b) your or your Users’ use of the Service or AI Output, (c) your breach of Section 4 or of your representations in Section 7.6, or (d) your Third-Party Services, and you will indemnify us for damages and reasonable costs finally awarded or agreed in settlement.
13.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided no settlement imposes non-indemnified liability or admission on the indemnified party without consent), and provide reasonable cooperation.
14.1 Exclusion of indirect damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST OR CORRUPTED DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2 Liability cap.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO KYROCO FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS ($100).
14.3 Exclusions from the cap. The limitations in Sections 14.1 and 14.2 do not apply to (a) your payment obligations under Section 5, (b) a party’s indemnification obligations under Section 13, (c) your breach of Section 4 or infringement of our intellectual property rights, or (d) liability that cannot be limited or excluded under applicable law (such as liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by negligence).
14.4 Basis of the bargain. The parties agree that the limitations in this Section 14 are an essential basis of the bargain and reflect an allocation of risk given the fees charged. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND TO HAVE A JURY TRIAL, AND REQUIRES INDIVIDUAL ARBITRATION OF DISPUTES.
15.1 Informal resolution first. Before starting an arbitration, the parties will try in good faith to resolve any dispute informally for at least 30 days after written notice of the dispute is sent to reports@kyroco.ai (for claims against us) or to your Account email (for claims against you).
15.2 Binding arbitration. Except for the excluded claims in Section 15.5, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and, where applicable, its Consumer Arbitration Rules). The arbitration will be seated in Atlanta, Georgia, conducted in English, before a single arbitrator, and may proceed by written submissions, telephone, or videoconference where the arbitrator permits. The arbitrator will apply the governing law in Section 16 and may award any remedy available in an individual action in court.
15.3 Class-action and jury waiver. You and Kyroco agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of a representative or class proceeding. You and Kyroco each waive any right to a jury trial. If this Section 15.3 is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and litigated in the courts identified in Section 16.
15.4 Opt-out. You may opt out of this Section 15 (arbitration and class-action waiver) by sending written notice of your decision to opt out to reports@kyroco.ai within 30 days after you first accept this Agreement. Your notice must include your name, Account, and a clear statement that you want to opt out of arbitration. If you opt out, disputes will be resolved in the courts identified in Section 16. Opting out of arbitration does not affect any other part of this Agreement.
15.5 Excluded claims. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, without first engaging in arbitration.
15.6 Costs and fees. Administrative and arbitrator fees will be governed by the applicable AAA rules; where those rules or applicable law require us to bear certain fees for consumer claims, we will do so.
16.1 Governing law. This Agreement and any dispute arising out of or relating to it or the Service are governed by the laws of the State of Georgia, USA, and applicable U.S. federal law (including the Federal Arbitration Act for Section 15), without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Venue. Subject to Section 15 (Arbitration), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County / Atlanta, Georgia for any permitted court proceeding, and waive any objection to that venue.
17.1 Export and sanctions compliance. The Service may be subject to U.S. export control and sanctions laws. You represent that you are not located in, and will not use or export the Service in violation of any embargo, sanctions program, or restricted-party list administered by the U.S. government or other applicable authorities, and that you are not a restricted or denied party.
17.2 U.S. Government end users. The Service and Documentation are “commercial items” and “commercial computer software” as those terms are used in the Federal Acquisition Regulation. Any use by the U.S. Government is subject to this Agreement, and no additional government rights are granted.
18.1 Entire agreement. This Agreement (including any Order Form, the Acceptable Use Policy, the Privacy Policy, and any incorporated addenda) is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements and understandings. In case of conflict, an executed Order Form controls over these terms to the extent it expressly says so; otherwise these terms control.
18.2 Order of precedence; no purchase-order terms. Any conflicting or additional terms in your purchase order, vendor portal, or similar document are void and of no effect.
18.3 Assignment. You may not assign or transfer this Agreement without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets that is not a competitor of Kyroco, and provided the assignee agrees to this Agreement. We may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void.
18.4 Subcontractors and subprocessors. We may use Affiliates and third-party subprocessors to provide the Service, provided we remain responsible for their performance and bind them to obligations consistent with this Agreement.
18.5 Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics or pandemics, internet or utility failures, cyberattacks, and cloud-provider or telecommunications disruptions.
18.6 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship, and neither party may bind the other.
18.7 No third-party beneficiaries. Except for the indemnified parties in Section 13, there are no third-party beneficiaries to this Agreement.
18.8 Notices. Legal notices to Kyroco must be sent to reports@kyroco.ai and/or Kyroco, LLC, Peachtree Corners, GA 30092. Notices to you may be sent to your Account email or posted in the Service, and are deemed received when sent or posted. You are responsible for keeping your Account email current.
18.9 Waiver and severability. No waiver is effective unless in writing, and no failure to enforce a provision waives it. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or severed if it cannot be), and the rest of the Agreement remains in effect.
18.10 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” References to “written” notice include email unless stated otherwise.
18.11 Contact. Questions about this Agreement may be sent to reports@kyroco.ai.
Kyroco, LLC · Korium · Peachtree Corners, GA 30092. By accessing or using Korium, you acknowledge that you have read, understood, and agree to be bound by this Agreement.