Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you (or the organization you represent) and Karone Cognitive Enterprise Inc. ("Karone," "we," "us," "our"). They govern your access to and use of the Platform at saveonsource.com, including all AI agent services, APIs, documentation, and related software.

By clicking "I Agree," creating an account, or otherwise accessing the Platform, you confirm that:

• You have read, understood, and agree to be bound by these Terms
• You have the legal authority to enter into this agreement on behalf of yourself or your organization
• You are at least 18 years of age

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

2. Description of Services

Karone Cognitive Enterprise is a multi-tenant, AI-powered business operating system available at saveonsource.com. The Platform provides autonomous AI agents that assist with core business functions:

Karone reserves the right to modify, suspend, or discontinue any feature or service at any time with reasonable notice where feasible.

3. Eligibility

To use the Platform, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts in your jurisdiction
• Not be located in a jurisdiction subject to applicable trade sanctions or export control laws (including OFAC-sanctioned countries)
• Not have been previously suspended or removed from the Platform by Karone
• Use the Platform only for lawful business purposes

The Platform is intended for business use only and is not a consumer product.

4. Accounts & Registration

4.1 Tenant Accounts

Organizations subscribe to Karone as a "Tenant." The entity completing registration ("Tenant Administrator") is responsible for the account and all users invited under it. Each Tenant receives an isolated environment with its own data, settings, and configurations.

4.2 User Accounts

Tenant Administrators may invite Employees, Contractors, and Vendors to the Platform. Each user must:

• Provide accurate, current, and complete registration information
• Maintain the confidentiality of their login credentials
• Notify Karone immediately of any unauthorized use at security@karone.co
• Accept personal responsibility for all activity under their account

4.3 Account Security

You are responsible for maintaining the security of your account. Karone strongly recommends enabling multi-factor authentication (MFA). Karone will not be liable for any loss arising from unauthorized access due to your failure to maintain account security.

4.4 Accurate Information

You agree to keep your account information accurate and up to date. Accounts found to use false or misleading information may be suspended without notice.

5. Subscriptions & Billing

5.1 Subscription Plans

• Starter: Basic AI agents, limited users, Karone-managed storage
• Business: All AI agents, expanded users, BYOC support, priority support
• Enterprise: Unlimited users, custom SLA, dedicated infrastructure, custom AI training
• Add-Ons: Additional AI agents, storage, API calls, compliance modules

5.2 Fees & Payment

• Subscription fees are billed in advance on a monthly or annual basis as selected at signup
• All fees are stated in Canadian Dollars (CAD) unless otherwise specified
• Payments are processed via Stripe or other approved payment processors
• Applicable taxes (GST, HST, VAT, etc.) will be added to invoices as required by law
• Karone reserves the right to change pricing with 30 days' written notice to Tenant Administrators

5.3 Free Trials

Karone may offer free trial periods. At the end of a trial, your account will convert to a paid subscription unless cancelled before the trial ends.

5.4 Late Payments

Invoices unpaid for more than 30 days may result in service suspension. Outstanding balances accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.

5.5 Refund Policy

5.6 Disputed Charges

To dispute a charge, contact billing@karone.co within 60 days of the invoice date.

6. Acceptable Use

6.1 Permitted Use

You may use the Platform solely for your internal, legitimate business operations in accordance with these Terms and all applicable laws.

6.2 Prohibited Activities

6.3 Usage Limits

Your subscription plan includes specified usage limits (API calls, storage, users, AI agent runs). Exceeding limits may result in throttling, overage charges, or a requirement to upgrade your plan.

7. AI Agent Usage & Limitations

7.1 Nature of AI Outputs

You acknowledge that:

• AI outputs may contain errors, inaccuracies, or omissions ("hallucinations")
• AI outputs do not constitute professional legal, financial, tax, medical, or regulatory advice
• You are responsible for reviewing and validating all AI-generated outputs before acting on them
• Karone is not liable for decisions made based on unchecked AI outputs

7.2 Automated Decision-Making

The Platform can automate certain decisions (e.g., approving purchase orders below a configured threshold). You are responsible for configuring appropriate approval thresholds and oversight controls. Karone's AI agents act only within the parameters you configure.

7.3 Human Review

For high-value or high-risk decisions, you should configure mandatory human review checkpoints. Karone recommends human review for all transactions above your organization's materiality threshold and for all contractual commitments.

7.4 LLM Provider Terms

Some AI features are powered by third-party LLM providers (OpenAI, Anthropic). Your use of these features is also subject to those providers' acceptable use policies.

7.5 AI Model Updates

Karone may update, replace, or retrain AI models at any time to improve performance, safety, or compliance. We will provide advance notice for changes that materially affect functionality.

8. User Content & Data

8.1 Your Ownership

You retain all ownership rights in the content, documents, and data you upload to the Platform ("User Content"). Karone does not claim ownership of your User Content.

8.2 License to Karone

By uploading User Content, you grant Karone a limited, non-exclusive, royalty-free license to process, store, display, and use your User Content solely to provide and improve the Platform services for your account.

8.3 Your Responsibilities

You represent and warrant that:

• You have all necessary rights to upload your User Content to the Platform
• Your User Content does not infringe any third-party intellectual property rights
• Your User Content does not violate any applicable law, including data protection laws
• You have obtained all necessary consents from individuals whose personal data is included in User Content

8.4 Data Export

You may export your data at any time via the Platform's export tools. Upon account termination, you have 30 days to export your data before it is deleted.

9. Intellectual Property

9.1 Karone IP

The Platform, including all software, AI models, algorithms, interfaces, documentation, trademarks, and trade secrets, is the exclusive property of Karone Cognitive Enterprise Inc. and its licensors.

9.2 License to You

Subject to your compliance with these Terms and timely payment of fees, Karone grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during your subscription term solely for your internal business purposes.

9.3 Restrictions

You may not, without Karone's prior written consent:

• Copy, modify, or create derivative works of the Platform or its components
• Reverse engineer, decompile, or disassemble any part of the Platform
• Remove or alter any proprietary notices, labels, or marks
• Use Karone's trademarks, logos, or brand elements without authorization
• Sublicense, sell, rent, lease, or transfer your access rights to any third party

9.4 Feedback

If you provide suggestions, ideas, or feedback about the Platform, you grant Karone a perpetual, irrevocable, royalty-free right to use that Feedback for any purpose without compensation or attribution.

9.5 AI-Generated Outputs

Outputs generated by AI agents based on your User Content and instructions belong to you, subject to applicable law regarding AI-generated content.

10. Bring Your Own Cloud (BYOC) & Third-Party Cloud

10.1 BYOC Option

You may connect your own cloud storage account (Azure Blob Storage, AWS S3, or Google Cloud Storage) to the Platform. When you do:

• Your files are stored directly in your cloud account and never transmitted to Karone's servers
• Karone only stores file metadata (names, timestamps, references)
• You are solely responsible for the configuration, security, and compliance of your cloud account
• Karone's access is limited to the permissions you explicitly grant via OAuth or API keys

10.2 BYOC Security Responsibility

You are responsible for securing your cloud credentials. Karone is not liable for data breaches or unauthorized access arising from vulnerabilities in your cloud account configuration.

10.3 Revoking BYOC Access

You may revoke Karone's access to your cloud account at any time through your cloud provider's console.

11. Third-Party Services & Integrations

The Platform integrates with third-party services (banking APIs, e-commerce platforms, identity providers, LLM providers, etc.). Your use of third-party services is subject to those services' own terms and privacy policies. Karone does not endorse or assume responsibility for any third-party services. You are responsible for maintaining the confidentiality of API keys and tokens used to connect third-party services.

12. Confidentiality

12.1 Mutual Confidentiality

Each party agrees to keep confidential all non-public information of the other party designated as confidential or reasonably understood to be confidential.

12.2 Obligations

• Use Confidential Information only to perform obligations under these Terms
• Disclose Confidential Information only to those who need it and are bound by equivalent confidentiality obligations
• Protect Confidential Information with at least reasonable care

12.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; (c) is independently developed without reference to Confidential Information; or (d) must be disclosed pursuant to a valid court order.

12.4 Tenant Data Isolation

Karone implements logical and technical controls to ensure that your data is isolated from other tenants. Karone employees access customer data only on a need-to-know basis, subject to strict access controls and audit logging.

13. Privacy

Your use of the Platform is governed by our Privacy Policy, which is incorporated by reference into these Terms.

Data Processing Agreement: If you are subject to GDPR and process personal data of EU/UK individuals on the Platform, a Data Processing Agreement (DPA) is available upon request at privacy@karone.co. Enterprise customers receive a DPA as part of their agreement.

14. Disclaimers

Karone does not warrant that:

• The Platform will be uninterrupted, error-free, or free from security vulnerabilities
• AI agent outputs will be accurate, complete, or fit for any particular purpose
• The Platform will meet all of your specific business requirements
• Defects or errors will be corrected within any specific timeframe

AI-generated outputs are provided as operational tools. They do not constitute professional advice and should be reviewed by qualified professionals before being relied upon for material business decisions.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

In no event shall Karone be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including:

• Loss of revenue, profits, or business opportunities
• Loss of data or corruption of data
• Business interruption
• Loss of goodwill or reputation
• Costs of substitute services
• Damages arising from reliance on AI-generated outputs

15.2 Exceptions

The limitations above do not apply to: (a) damages caused by Karone's gross negligence or wilful misconduct; (b) Karone's indemnification obligations; (c) breach of confidentiality; or (d) liability that cannot be limited by applicable law.

16. Indemnification

You agree to defend, indemnify, and hold harmless Karone and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or connected with:

• Your access to or use of the Platform in violation of these Terms
• Your User Content, including any claim that it infringes any third-party intellectual property rights
• Your violation of any applicable law or regulation
• Your failure to obtain necessary consents for processing personal data of third parties
• Misuse of AI agent outputs without appropriate human review
• Any breach of your representations and warranties under these Terms

17. Termination

17.1 Termination by You

You may terminate your subscription at any time by providing written notice to support@karone.co or through your account dashboard. Termination takes effect at the end of your current billing period.

17.2 Termination by Karone

17.3 Effect of Termination

Upon termination:

• Your access to the Platform will cease
• All licenses granted under these Terms will terminate
• You will have 30 days to export your data before it is deleted
• Accrued payment obligations survive termination
• Sections on IP, Confidentiality, Disclaimers, Liability, Indemnification, and Disputes survive termination

18. Dispute Resolution

18.1 Good Faith Resolution

Before initiating any formal dispute process, the parties agree to attempt in good faith to resolve any dispute by escalating to senior representatives within 30 days of written notice.

18.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be finally resolved by binding arbitration administered by the ADR Institute of Canada (ADRIC) in accordance with its Arbitration Rules. The arbitration shall:

• Be conducted by a single arbitrator agreed upon by the parties
• Take place in Toronto, Ontario, Canada (or by video conference if agreed)
• Be conducted in English
• Result in a binding, final award enforceable in any court of competent jurisdiction

18.3 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including in cases of IP infringement or breach of confidentiality.

18.4 Class Action Waiver

To the maximum extent permitted by applicable law, you waive any right to participate in a class action, class arbitration, or representative proceeding against Karone.

18.5 Time Limit

Any claim must be filed within two (2) years of the date you first knew or reasonably should have known of the facts giving rise to the claim.

19. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. For disputes not subject to arbitration, the parties consent to the exclusive jurisdiction of the courts of Toronto, Ontario, Canada.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

20. Modifications to Terms

Your continued use of the Platform after the effective date of any modification constitutes acceptance of the updated Terms.

21. General Provisions

21.1 Entire Agreement

These Terms, together with the Privacy Policy, any executed Order Forms, and any Data Processing Agreement, constitute the entire agreement between you and Karone with respect to the Platform.

21.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

21.3 Waiver

Karone's failure to enforce any right or provision shall not constitute a waiver. Any waiver must be in writing and signed by an authorized representative of Karone.

21.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without Karone's prior written consent. Karone may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

21.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, natural disasters, pandemics, war, government actions, internet outages, or third-party service provider failures.

21.6 Notices

Legal notices to Karone must be sent in writing to legal@karone.co. Karone will send notices to the email address on file for your Tenant Administrator account.

21.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

21.8 Language

These Terms are written in English. If translated, the English version shall prevail in the event of any conflict.

21.9 Export Controls

You agree to comply with all applicable export control laws and regulations. You may not use the Platform in violation of any applicable trade sanctions.

22. Contact