Terms of Service

“Service” means the sauble.ai platform, websites, and applications, and all associated software, the Playground, connectors, APIs, and documentation, together with all other content, features, products, and services Kinara makes available — including anything you access, use, or consume on our sites and apps.

“Customer Data” means data, credentials, configuration, and content you provide to, or make accessible through, the Service, including connection details and read-only access to your systems.

“Playground” means the free, non-production evaluation environment offered as part of the Service.

“Paid Plan” means a paid subscription tier, and “Order” means an order form, online checkout, or written plan selection that references this Agreement and sets out the plan, fees, and term.

“Credits” means the usage units consumed by certain features; “Confidential Information” means non-public information disclosed by one party that is marked or reasonably understood to be confidential.

“Outputs” means the analyses, root-cause explanations, recommendations, and other results the Service generates for you.

Subject to your compliance with this Agreement and payment of any applicable fees, Kinara grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes during the term of your evaluation or subscription. The license is terminable only as set out in this Agreement.

Kinara may update, improve, or modify the Service over time. All rights not expressly granted are reserved by Kinara.

You are responsible for maintaining the confidentiality of your API keys and credentials and for all activity that occurs under your account or workspace. Notify Kinara promptly of any unauthorized use.

Coworkers who register with an email address on your organization’s domain may join the same shared workspace, and sources, network context, and credits may be shared across members of that workspace. Because domain-based joining can expose your workspace to anyone with an email on your domain, a workspace administrator is responsible for managing membership, removing users, and controlling access; use administrator controls and domain verification where available to restrict who may join. You are responsible for all authorized and domain-joined users’ compliance with this Agreement.

Fees for a Paid Plan are set out in the applicable Order and are payable in the currency and on the schedule stated there. Unless stated otherwise, fees are exclusive of taxes, and you are responsible for all applicable taxes other than taxes on Kinara’s income.

Unless an Order states otherwise, subscriptions renew automatically for successive terms equal to the prior term. You may cancel renewal before the end of the then-current term through your account or by notifying Kinara; cancellation takes effect at the end of that term.

Kinara may change fees for a renewal term with at least thirty (30) days’ notice before the renewal date. Except where required by law, fees are non-refundable and payments are non-cancellable once due. Kinara may suspend the Service for non-payment after reasonable notice.

Certain features consume Credits and may be subject to usage limits. Free access, Credits, and Playground allowances may be changed or revoked at Kinara’s discretion.

The Playground and any features designated as beta, preview, or “available on paid plans” are provided for evaluation and non-production use only, may be changed or discontinued at any time, and are provided without any service-level commitment.

Usage may be subject to credit limits and other restrictions. Kinara may modify or revoke free access at its discretion.

You will not: (a) use the Service in violation of applicable law; (b) attempt to gain unauthorized access to the Service or its underlying systems; (c) reverse engineer, decompile, or attempt to derive source code except to the extent permitted by law; (d) resell, sublicense, or provide the Service to third parties except as expressly permitted; (e) interfere with the integrity or performance of the Service; (f) connect systems, data, or credentials that you are not authorized to access; or (g) use the Service for any high-risk purpose restricted by the “AI features and processing” section.

You represent that you have all rights and authorizations necessary to connect the systems and provide the credentials you make accessible through the Service.

You retain all rights in your Customer Data. You grant Kinara a limited license to process Customer Data solely to provide, secure, and support the Service.

The Service is designed to access connected systems on a read-only basis. You must provide read-only, least-privilege, scoped credentials and promptly rotate or revoke them on suspected compromise or on termination. Credentials you provide are handled by the Service to operate connectors on your behalf.

You are solely responsible for the systems, data, and credentials you connect to the Service, for the scope and privileges of those credentials, and for ensuring you have authorization to grant the access you enable. To the maximum extent permitted by law, Kinara is not responsible or liable for the contents or condition of your connected systems, for access performed by the Service using credentials you supply, or for any consequences of that access, including where the access exceeds what you were authorized to grant.

Kinara maintains administrative, technical, and organizational measures designed to protect Customer Data, including encryption in transit and at rest, access controls and least-privilege, tenant isolation, logging, and incident response, and engages the sub-processors listed on the Sub-processors page. Kinara’s processing of personal data is described in the Privacy Policy. Where Kinara processes Customer personal data on your behalf, the Data Processing Addendum at /dpa is incorporated into this Agreement by reference and controls over this Agreement for that processing.

The Service uses artificial-intelligence models, including models operated by the third-party providers listed on the Sub-processors page, to generate analyses, root-cause explanations, and recommendations. Inputs to these models may include Customer Data and data read from your connected systems.

Kinara does not use Customer Data to train foundation models, and configures its AI providers, where available under their applicable API or enterprise terms, not to train on inputs or outputs. Provider-specific retention and use terms vary and are identified on the Sub-processors page.

Outputs are probabilistic decision-support only. They are not professional advice and are not authoritative operational or system-of-record entries, and they may be incomplete or incorrect. You are solely responsible for reviewing and validating Outputs, testing any recommendation, planning change-management and rollback, and deciding whether to apply changes to your systems.

You will not rely on Outputs as the sole basis for, and will not use the Service for, emergency, life-safety, medical, legal, financial, or other high-risk decisions, or for autonomous remediation of live systems without human review.

Each party will protect the other’s Confidential Information using at least the same degree of care it uses for its own (and no less than reasonable care), and will use it only to exercise rights and perform obligations under this Agreement.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without a duty of confidentiality, or is independently developed. A party may disclose Confidential Information if legally compelled, provided it gives reasonable notice where lawful.

Confidentiality obligations continue for three (3) years after disclosure, and for trade secrets for as long as they remain trade secrets under applicable law. Unauthorized use or disclosure may cause irreparable harm for which damages are an inadequate remedy, and the disclosing party may seek injunctive relief.

As between the parties, Kinara owns the Service and all software, models, prompts, templates, and underlying methods, and you own your Customer Data and the Outputs generated specifically for you, excluding the foregoing Kinara technology. This Agreement transfers no ownership rights in the Service to you.

If you provide feedback or suggestions, Kinara may use them without restriction or obligation to you.

Kinara may collect usage data about operation of the Service and create aggregated and de-identified data to operate, secure, and improve the Service. Kinara will not attempt to re-identify that data, will not disclose it in a form that identifies you or any individual, and will handle it in compliance with applicable data-protection law.

The Service may interoperate with third-party systems and include open-source or third-party components that are subject to their own terms. Your use of any connected third-party system remains governed by your agreement with that provider.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Kinara does not warrant that the Service will be uninterrupted, error-free, or that outputs will be accurate or complete. Outputs are decision-support only; you are responsible for reviewing them before acting.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KINARA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

KINARA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID TO KINARA FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR CAD $100.

The exclusions and the liability cap above do not apply to your payment obligations, your indemnification obligations, or to either party’s liability for breach of its confidentiality obligations, infringement or misappropriation of the other party’s intellectual property, or its own fraud, gross negligence, or wilful misconduct.

Nothing in this Agreement limits liability that cannot be limited or excluded under applicable law. Some jurisdictions do not allow certain exclusions or limitations, so parts of this section may not apply to you.

You will defend, indemnify, and hold harmless Kinara and its affiliates, officers, employees, and agents from and against any third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Data or the systems, data, or credentials you connect to or make accessible through the Service; (b) the Service’s access to your connected systems using credentials you supply, including where that access exceeds the authorization you were entitled to grant; (c) your breach of the representations in the “Acceptable use” section, including any connection of systems, data, or credentials you were not authorized to access; (d) your violation of applicable law or the rights of any third party; or (e) your use of, or reliance on, Outputs, including any decision to apply a recommendation to your systems.

Kinara will promptly notify you of any claim subject to indemnification, provide reasonable cooperation, and allow you to control the defense and settlement, except that you may not settle any claim in a manner that imposes any obligation or liability on Kinara without Kinara’s prior written consent.

Kinara may suspend your access to all or part of the Service if it reasonably determines that your use poses a security risk, may harm Kinara or others, violates this Agreement or applicable law, or if fees are overdue. Where practical, Kinara will give notice and an opportunity to cure, but it may suspend immediately and without prior notice where necessary to address an active security threat, a legal requirement, or a risk of harm. Suspension does not relieve you of your payment obligations, and Kinara will not be liable for any suspension made in accordance with this section. Kinara will restore access once the cause is resolved.

This Agreement applies while you access or use the Service and for the duration of any subscription term. Either party may terminate for material breach that remains uncured thirty (30) days after written notice.

Upon termination, your license ends and you must stop using the Service. For a period of thirty (30) days after termination (unless prohibited by law), Kinara will make Customer Data available for export on request; thereafter Kinara may delete it in the ordinary course. Provisions that by their nature should survive termination will survive.

Kinara may update the Service and this Agreement from time to time. Kinara will provide notice of material changes by reasonable means (such as email or an in-product notice). Your continued use of the Service after changes take effect constitutes acceptance of the revised Agreement; if you do not agree, you must stop using the Service.

Where you have committed to a fixed subscription term, changes that are materially adverse to you will not apply to that committed term until its renewal, except where required by law or reasonably necessary for security or legal compliance.

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign it, on notice and without consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempted assignment is void. This Agreement binds and benefits the parties’ permitted successors and assigns.

Kinara may identify you as a customer of the Service and use your name and logo in customer lists and on its website and in marketing materials, following any brand-usage guidelines you provide. You may decline or withdraw this permission at any time on written notice, after which Kinara will stop new such uses within a reasonable period.

Except as stated above, neither party may use the other party’s name, logos, or trademarks without prior written consent.

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, labour disputes, internet or utility failures, and acts of third-party providers or government.

You will comply with all applicable export, import, and economic-sanctions laws, including those of Canada (such as the Special Economic Measures Act and the Export and Import Permits Act) and the United States (such as the Export Administration Regulations and sanctions administered by the U.S. Office of Foreign Assets Control). You represent that you are not located in, or a national of, a country or region subject to comprehensive sanctions, and that you are not on any applicable restricted-party or sanctions list, and you will not use the Service in violation of such laws.

Kinara may give notices to you by email to the address associated with your account or through the Service. You must send legal notices to Kinara through the contact channel identified on Kinara’s website, and they are effective when received. Each party is responsible for keeping its contact information current.

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, and waive any objection to venue there, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

This Agreement, together with any Order, the Privacy Policy, and any Data Processing Addendum, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements on that subject. In the event of a conflict, an Order controls over this Agreement, and this Agreement controls over referenced policies, unless the policy expressly states otherwise.

If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions remain in effect. A party’s failure to enforce a provision is not a waiver. The parties are independent contractors; this Agreement creates no partnership, agency, or employment relationship. In this Agreement, “including” means “including without limitation,” and lists of examples are illustrative, not exhaustive.

The parties consent to transacting electronically. Acceptance recorded through the Service — including checking an acceptance box, clicking to accept, or creating an account — constitutes a valid electronic signature and a binding record of this Agreement.