This End User License Agreement ("EULA") is a legal agreement between you ("End User" or "Licensee") and Karini AI, LLC ("Licensor") with its registered office at 2300 Lakeview Parkway, Suite 700, Alpharetta, GA, 30009, USA, for the use of Karini AI's Generative AI Platform aka GenAIFoundation ("Software"). Karini AI is engaged in the business of developing, selling, marketing, and maintaining software products, services, and solutions for Clients. By installing, accessing, or using the Software, you agree to be bound by the terms of this EULA.
1. Grant and Scope of the End User Licence
Karini AI grants you a non-exclusive, non-transferable, non-assignable, and revocable licence to use the Software in accordance with this EULA.
The Software can be licensed on a subscription basis, which can be renewed annually (every 12 months) from the date of purchase.
The subscription licence is automatically renewed, unless the Licensee has informed the Licensor otherwise by giving three (3) months' written notice before the end of an update term (i.e., a 12-month period) for a yearly subscription.
It shall be the sole responsibility of the Licensee to ensure that the functions of the Software fulfill the requirements and expectations of the Licensee.
This licence is limited to your internal business purposes and is subject to compliance with all applicable laws and regulations within the jurisdiction of the United States of America.
2. Restrictions
Except as permitted by applicable mandatory law or explicitly authorized by a written agreement with Karini AI, the Licensee shall refrain from performing the following actions:
Copying and Integration: Copy, reproduce, or merge the Software with other software, systems, or platforms without authorization.
Modification and Derivation: Translate, adapt, modify, disassemble, decompile, reverse engineer, or otherwise attempt to derive the Software's source code, structure, or underlying algorithms.
Third-Party Access: Disclose, demonstrate, or make the Software accessible to any third party, including through remote access or other shared environments.
Service and Training Use: Use the Software to provide services, training, consulting, or support to any third party without prior written consent.
Commercial Exploitation: Sell, lease, license, sub-license, assign, transfer, rent, publish, pledge, or otherwise commercially exploit the Software.
Data Mining and Analysis: Use the Software for data mining, analytics, or AI training purposes, except as allowed in the applicable license agreement.
Circumventing Restrictions: Use any means to bypass or circumvent the Software’s usage restrictions, security features, or user access controls.
Derivative Works: Create, commission, or otherwise facilitate the development of any software, service, or system based on or derived from the Software.
Competitive Use: Use the Software to develop competing products or services or engage in any use that would reasonably be deemed competitive with the Licensor’s interests.
Non-Transferability of Rights and Obligations: The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity.
3. Ownership/ Intellectual Property Rights
Karini AI retains all rights, title, and interest in and to the Software, including, without limitation, all associated intellectual property rights, such as copyrights, trademarks, trade secrets, and any proprietary rights therein. This includes, but is not limited to, all updates, enhancements, documentation, and data contained within or generated by the Software. Except for the limited licence expressly granted to you under this Agreement, no other rights, title, or interest in the Software or any intellectual property therein is granted or implied.
You are not permitted to publish, distribute, or make the Software available to any third party without Karini AI’s prior written consent.
In the event of any infringement or unauthorized use of Karini AI’s intellectual property rights, Karini AI reserves the right to terminate this Agreement immediately, in accordance with Clause 6 of this EULA.
This Agreement grants you a limited licence to use the Software; it does not transfer any ownership rights in the Software to you.
4. Data Usage and Privacy
Karini AI is committed to protecting your data privacy. The Software follows strict security standards to prevent data breaches and unauthorized access. As our Privacy Policy outlines, by using the software, you consent to Karini AI's data practices.
5. Support and Updates
Karini AI may provide updates or enhancements to the Software. Any updates provided will be governed by this EULA unless accompanied by a separate licence agreement.
6. Termination
This EULA shall remain in effect until terminated. Karini AI reserves the right to terminate this EULA immediately if you fail to comply with any of its terms and conditions. Upon termination, you must immediately cease all use of the Software, remove and permanently delete all copies of the Software from your systems, and destroy any related documentation in your possession.
The Licensee acknowledges that termination does not entitle them to any refund of the Subscription Fee, whether in full or in part.
Provisions of this Agreement that by their nature are intended to survive termination—including, but not limited to, provisions related to intellectual property rights, confidentiality, disclaimers, and limitations of liability—shall remain in effect and continue to bind both parties and their respective successors and assigns.
7. Limitation of Liability
The Software is provided by Karini AI and accepted by the Licensee "as is". Liability of Karini AI will be limited to a maximum of the original purchase price of the Software. To the maximum extent permitted by applicable law, Karini AI will not be liable for any general, special, indirect, incidental, or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
Karini AI makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
Karini AI does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined by the industry.
8. Limitation of Responsibility for Generated Content
The software may produce content autonomously based on user inputs and artificial intelligence algorithms (“Generated Content”). Provider makes no representations or warranties regarding the accuracy, quality, suitability, legality, or reliability of any Generated Content. You acknowledge and agree that Provider is not responsible for any consequences arising from the use, reliance, or interpretation of Generated Content, including but not limited to compliance with laws, regulations, or standards applicable to your industry or region.
By using the software, you accept full responsibility for reviewing, evaluating, and ensuring that any Generated Content aligns with your intended use, legal requirements, and quality standards. Provider expressly disclaims any liability for damages, losses, or claims resulting from the creation, display, or use of Generated Content.
9. Indemnification
You agree to indemnify and hold harmless Karini AI from any claims arising from your use of the Software violating this EULA or any applicable laws.
10. Update, Upgrade, Fix or Patch
In the situation where you receive an update, fix, or patch to the Software containing any additional or different terms that are applicable to such update, fix, or patch, you will accept these terms in addition to this Agreement. Such additional or different terms may also replace or modify the terms of this Agreement.
11. Confidentiality
You agree to maintain the confidentiality of all the proprietary information associated with the Software, including, but not limited to, the Software’s source code, object code, algorithms, processes, design, and documentation (“Confidential Information”).
You shall not disclose, share, or otherwise make the Confidential Information available to any third party without the prior written consent of the Licensor, except as required by applicable law.
You agree to use the Confidential Information solely for the purposes of using the Software in accordance with this Agreement. You shall implement reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure. This obligation of confidentiality will survive the termination or expiration of this Agreement.
12. Force Majeure
Karini AI shall not be held liable to the Licensee for any failure or delay in fulfilling its obligations under this Agreement, in whole or in part, due to a Force Majeure event. Such events include, but are not limited to, natural disasters (e.g., earthquakes, typhoons, floods, fires, etc.), epidemics, pandemics, strikes, riots, acts of war or terrorism, governmental acts or restrictions, or any other unforeseen and uncontrollable occurrences. Karini AI shall, to the extent possible, take all reasonable steps to mitigate the impact of such events on its performance under this Agreement.
13. Compliance with this EULA
You agree that Karini AI may audit your use of the Software for compliance with this EULA at any time, upon reasonable notice. In the event that such an audit reveals any misuse of the Software by you, other than in full compliance with the terms of this EULA, you shall reimburse Karini AI for all reasonable expenses related to such an audit in addition to any other liabilities Karini AI may incur as a result of such non-compliance.
14. Arbitration
By accepting this EULA, you and Karini AI agree to resolve any disputes, claims, or controversies that arise from or relate to this EULA or your use of the Software exclusively through binding arbitration. This includes any disputes based on our policies, terms, conditions, or any claims associated with this agreement. This arbitration agreement is intended to cover a broad range of potential disputes, including but not limited to claims based on contract, tort, statute, fraud, misrepresentation, or any similar legal basis.
Arbitration will be conducted by a reputable arbitration organization selected by Karini AI and governed by its rules, or through an alternative sole arbitrator if both parties agree. The parties will mutually nominate a sole arbitrator within 30 days of a party’s notice to arbitrate. If the parties are unable to agree upon a sole arbitrator within this timeframe, either party may request that the arbitration organization or a relevant authority appoint an independent arbitrator. The arbitration process will be conducted in English and will take place at Alpharetta, Georgia, USA unless both parties agree to conduct it through online or telephonic means.
Each party will bear its own costs and attorney's fees for the arbitration. However, the arbitrator may, if permitted by law, award the prevailing party its costs and fees.
You and Karini AI agree to waive any rights to a trial by jury and to participate in any form of class action or representative action, except where prohibited by law. This waiver applies to all forms of individual or collective relief.
All aspects of the arbitration, including its existence, content, and outcome, are to remain strictly confidential. Disclosure is permitted only if necessary to enforce the arbitration award or comply with applicable legal or regulatory obligations.
If any part of this arbitration clause is found to be invalid or unenforceable, that specific part will be severed, and the remaining provisions will remain effective. This arbitration clause shall survive any termination or expiration of this EULA.
15. Severability
If any provision of this EULA is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction, the remainder of this EULA shall remain in full force and effect, and such holding shall not affect this EULA or any provision hereof in any other jurisdiction. If any provision of this EULA is so held to be illegal, invalid, or unenforceable only in part or degree, that provision shall remain in full force and effect to the extent not held illegal, invalid, or unenforceable.
16. Notices
All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:
Karini AI, LLC: 2300 Lakeview Parkway, Suite 700, Alpharetta, GA, 30009, USA
17. Miscellaneous
This EULA may be amended by the Licensor from time to time and the updated version of the same will be available on the Karini AI website.
This EULA does not create or imply any relationship in agency or partnership between Karini AI and the Licensee.
The headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.
18. Effective Date
This EULA becomes effective upon your first installation, access, or use of the software and shall remain in effect for as long as you continue to use the software, until terminated in accordance with the terms of this Agreement.
By clicking "Accept" or using the Software, you acknowledge that you have read and understood this EULA and agree to be bound by its terms.
Contact Information: For any questions regarding this EULA, please contact Karini AI at sales@karini.ai.