The agreement between you and Kalion when you use our platform.
These Terms of Service (“Terms”) govern your access to and use of the Nexil platform and any related software, websites, APIs, and services (collectively, the “Service”) provided by Kalion Inc., a Delaware corporation (“Kalion,” “we,” “us”). By accessing or using the Service, or by signing an Order Form that references these Terms, you (“Customer” or “you”) agree to be bound by these Terms.
If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and “Customer” refers to that organization.
The Service is offered solely to businesses and other organizations and the personnel they authorize to use it. By using the Service, you represent that (a) you are at least 18 years old and legally able to enter into a binding contract; (b) you are using the Service for business purposes on behalf of an organization; and (c) you and your organization are not barred from using the Service under the laws of the United States or any other applicable jurisdiction.
The Service is not intended for personal, family, or household use, and we do not knowingly offer it to consumers.
Nexil is a multi-tenant, white-label AI portal platform. The Service typically includes capabilities for deploying AI knowledge agents, configuring data source connectors, designing automated workflows, managing users and access controls, and viewing usage analytics. The specific features, limits, and editions available to you are determined by the plan or Order Form under which you subscribe.
We may add, change, or remove features over time. Where a change materially reduces core functionality of a paid edition during your subscription term, we will use reasonable efforts to provide advance notice and a comparable replacement.
The Service uses Microsoft Entra ID single sign-on. You are responsible for designating administrators, provisioning and de-provisioning users, configuring access groups and roles, and ensuring that all use of the Service through your tenant complies with these Terms.
You are responsible for activity that occurs under your accounts and for safeguarding the credentials and identity provider configurations associated with your tenant. You will notify us promptly at legal@kalion.ai if you become aware of unauthorized access to or use of the Service.
Subscriptions, editions, term length, user counts, and fees are set out in an Order Form, an online sign-up flow, or another ordering document agreed between the parties (each, an “Order Form”). Order Forms are governed by these Terms.
Unless an Order Form states otherwise: (a) fees are quoted and payable in U.S. dollars; (b) fees are due in advance and are non-refundable except as expressly required by these Terms or applicable law; (c) subscriptions automatically renew for successive terms equal to the prior term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term; (d) invoiced amounts are due net thirty (30) days from the invoice date; and (e) overdue amounts may bear interest at the lesser of 1.5% per month or the maximum permitted by law.
Fees are exclusive of taxes, duties, and similar government charges, all of which are your responsibility, except for taxes based on Kalion's net income.
We may change pricing or introduce new charges at the start of any renewal term with at least thirty (30) days' prior notice.
“Customer Data” means any data, content, documents, queries, prompts, files, and other information that you or your authorized users submit to or generate within the Service, including data ingested from your connected systems and conversations with AI agents.
As between the parties, you retain all right, title, and interest in and to Customer Data. You grant Kalion a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to (a) provide, secure, maintain, and improve the Service for you; (b) prevent or address technical, fraud, or security issues; and (c) comply with applicable law. We do not sell Customer Data and do not share it with third parties for advertising purposes.
You represent and warrant that you have all rights, consents, and authority necessary to submit Customer Data to the Service and to permit Kalion to process it as described in these Terms and our Privacy Policy.
The Service is not designed for, and you must not submit, regulated data categories that require a separate written agreement with Kalion, including without limitation protected health information subject to HIPAA, payment card data subject to PCI DSS, or government data subject to ITAR, unless we have agreed in writing to support such data.
The Service uses large language models and other AI techniques to generate responses, summaries, classifications, and other content (“AI Outputs”). AI Outputs are produced probabilistically and may be incomplete, inaccurate, or misleading. AI Outputs do not constitute legal, financial, medical, or other professional advice.
You are responsible for reviewing AI Outputs before relying on them or sharing them with others. You should not use AI Outputs as the sole basis for decisions that have legal, financial, safety, or material business consequences without human review.
As between the parties, and to the extent permitted by applicable law and the terms of the underlying model providers, you own the AI Outputs generated for your tenant. Because AI models can produce similar outputs for different users, we make no guarantee of uniqueness of AI Outputs.
Kalion does not use Customer Data, prompts, queries, or AI Outputs to train, fine-tune, or otherwise improve any foundation model, base model, or shared AI model. We contractually require that our model and infrastructure providers do not use Customer Data for training their models.
We may use de-identified, aggregated metrics about Service operation (for example, request volumes, error rates, latency) to operate, secure, and improve the Service. Such metrics do not include Customer Data content.
You agree not to, and not to permit any user to:
We may investigate suspected violations and take action, including suspension or termination, in accordance with these Terms.
The Service can connect to third-party systems you authorize, such as Microsoft 365, SharePoint, Google Drive, Notion, Confluence, Zendesk, ServiceNow, and Sitecore (“Third-Party Services”). Your use of any Third-Party Service is governed by your agreement with that provider, not by Kalion. You are solely responsible for (a) authorizing and configuring connections; (b) ensuring you have the right to access the data you connect; and (c) complying with the applicable Third-Party Service's terms and your own internal policies.
We do not control Third-Party Services and disclaim all liability arising out of their availability, performance, security, or content.
The Service, including all software, models, designs, branding, documentation, and improvements, is and remains the exclusive property of Kalion and its licensors. Subject to your compliance with these Terms and timely payment of fees, Kalion grants you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Service for your internal business purposes.
No rights are granted to you by implication, estoppel, or otherwise except as expressly set out in these Terms. All rights not expressly granted are reserved.
If you submit suggestions, ideas, or other feedback about the Service, you grant Kalion a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into the Service and our other offerings without obligation to you.
Each party may disclose confidential information to the other in connection with the Service. The receiving party will (a) protect the disclosing party's confidential information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable standard of care; (b) use confidential information only to perform its obligations or exercise its rights under these Terms; and (c) not disclose confidential information to any third party except to its personnel and contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this section.
These obligations do not apply to information that is or becomes publicly available without breach, was known to the receiving party prior to disclosure, is independently developed without use of the disclosing party's confidential information, or is rightfully received from a third party without confidentiality obligations. The receiving party may disclose confidential information as required by law if it gives the disclosing party prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order.
Kalion warrants that during a paid subscription term, the Service will perform materially in accordance with its then-current documentation. Your sole and exclusive remedy, and Kalion's sole liability, for breach of this warranty is, at Kalion's option, to repair the Service, re-perform the affected services, or terminate the affected subscription and refund any prepaid, unused fees for the affected period.
EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE AND ALL AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, KALION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KALION DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR USE.
By Kalion. Kalion will defend you against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a valid U.S. patent, copyright, or trademark, and will pay any damages or settlement amounts finally awarded against you for such a claim. If the Service is held or, in Kalion's reasonable belief, may be held to infringe, Kalion may, at its option and expense: (a) procure for you the right to continue using the Service; (b) modify the Service so it is non-infringing; or (c) terminate the affected subscription and refund any prepaid, unused fees. Kalion has no obligation under this section for claims arising from (i) Customer Data; (ii) use of the Service in combination with anything not provided by Kalion; (iii) modifications not made by Kalion; or (iv) use after Kalion has notified you to discontinue use due to a claim. This is Kalion's sole obligation, and your sole remedy, for third-party intellectual property claims.
By Customer. You will defend Kalion against any third-party claim arising out of or relating to (a) Customer Data, including any claim that Customer Data infringes a third party's rights or violates applicable law; (b) your use of the Service in violation of these Terms, including the Acceptable Use section; or (c) your use of any Third-Party Service. You will pay any damages or settlement amounts finally awarded against Kalion for such a claim.
Process. The indemnified party will (i) promptly notify the indemnifying party of the claim; (ii) give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose obligations on the indemnified party without its consent, not to be unreasonably withheld); and (iii) provide reasonable cooperation, at the indemnifying party's expense.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO KALION FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The limitations in this section do not apply to (a) your payment obligations; (b) either party's indemnification obligations; (c) your breach of the Acceptable Use or Intellectual Property sections; or (d) liability that cannot be limited under applicable law.
The parties agree that the limitations in this section are an essential part of the bargain and apply even if any limited remedy is found to have failed of its essential purpose.
These Terms remain in effect while you have an active subscription or otherwise use the Service. Either party may terminate an Order Form for material breach by the other party that remains uncured thirty (30) days after written notice. Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy proceeding.
Upon termination: (a) your right to access and use the Service ends; (b) you will pay any outstanding fees through the effective date of termination; and (c) we will, on written request made within thirty (30) days after termination, make Customer Data available to you for export in a commercially reasonable format. After that period, we may delete Customer Data in the ordinary course.
Sections that by their nature should survive termination, including Customer Data, Intellectual Property, Confidentiality, Warranties & Disclaimers, Indemnification, Limitation of Liability, Governing Law & Disputes, and General, will survive.
We may suspend your access to all or part of the Service immediately if we reasonably determine that (a) your use poses a security risk to the Service or any third party; (b) your use may subject Kalion or any third party to liability; (c) your account is more than thirty (30) days past due; or (d) you have materially breached these Terms, including the Acceptable Use section. We will use reasonable efforts to notify you and to limit the scope and duration of any suspension to what is necessary to address the underlying issue.
We continuously improve the Service. We may update, modify, or remove features. We will not, during a paid subscription term, materially diminish the core security or core functionality of an edition you have purchased without offering a comparable replacement, except as needed to comply with law, address a security risk, or respond to a third-party requirement.
We may update these Terms from time to time. If we make a material change, we will provide reasonable notice (for example, by email to your administrative contact or by an in-product notice) before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to a material change, your sole remedy is to stop using the Service and, for any prepaid subscription, request a pro-rated refund of unused fees for the remainder of the then-current term.
These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties will first attempt to resolve any dispute informally by good-faith negotiation between executives with authority to settle the dispute, for at least thirty (30) days following written notice of the dispute.
If a dispute is not resolved through negotiation, the state and federal courts located in Wilmington, Delaware will have exclusive jurisdiction, and each party irrevocably consents to the personal jurisdiction and venue of those courts. Each party waives any right to a jury trial. Neither party may bring or participate in a class, collective, or representative action against the other.
Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
The Service and any associated software may be subject to U.S. and other export control and sanctions laws. You represent that you and your affiliates and authorized users are not (a) located in, or a national or resident of, a country or territory subject to comprehensive U.S. sanctions; or (b) listed on any U.S. or other applicable government list of restricted parties. You agree to comply with all applicable export control and sanctions laws in your use of the Service.
Entire Agreement. These Terms, together with any Order Form and any documents expressly referenced in them, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, communications, and proposals on that subject. In the event of a conflict between these Terms and an Order Form, the Order Form controls for that order.
Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void.
No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.
Notices. Notices to you may be sent to the email address associated with your account or your administrative contact. Notices to Kalion must be sent to legal@kalion.ai.
Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
Waiver. A failure or delay in exercising any right is not a waiver of that right.
Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, labor disputes, internet outages, supplier failures, or governmental action.
U.S. Government End Users. The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Use by U.S. Government end users is governed solely by these Terms.
Questions about these Terms? Reach us at:
Kalion Inc.
Email: legal@kalion.ai
General inquiries: hello@kalion.ai