Katalyze AI
Terms of Service
Effective Date: February 17, 2026
Welcome to Katalyze AI. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Katalyze AI, Inc. ("Company", "we", "us", or "our") governing your access to and use of our artificial intelligence platform, products, APIs, software, and related services (collectively, the "Services").
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accessing or using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.
Definitions
"Account" means the user account created to access the Services.
"Authorized Users" means the individuals authorized by the User to access and use the Services under the User’s Account.
"Confidential Information" means any non-public information disclosed by either party to the other, including but not limited to trade secrets, business plans, technical data, customer data, and financial information.
"Customer Data" means all data, content, and information submitted, uploaded, or transmitted by the User or Authorized Users through the Services.
"Documentation" means the user guides, technical documentation, API references, and other materials made available by the Company describing the features and functionality of the Services.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property or proprietary rights.
"Output" means any content, data, analysis, or results generated by the Services in response to Customer Data or User inputs.
"Services" means the Company’s AI platform, products, APIs, software, and any associated tools and features.
"Subscription Term" means the period during which the User has a valid subscription to the Services.
Account Registration and Eligibility
2.1 Eligibility
You must be at least 18 years of age (or the age of majority in your jurisdiction) to create an Account and use the Services. By creating an Account, you represent and warrant that you meet these eligibility requirements.
2.2 Account Responsibilities
You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:
Provide accurate, current, and complete information during registration;
Maintain and promptly update your Account information;
Notify us immediately of any unauthorized access to or use of your Account;
Not share, transfer, or permit others to use your Account credentials; and
Not create multiple Accounts for the purpose of circumventing usage limits or restrictions.
2.3 Account Suspension or Termination
We reserve the right to suspend or terminate your Account at any time if we reasonably believe that you have violated these Terms, if required by law, or to protect the security and integrity of the Services.
Use of Services
3.1 License Grant
Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term solely for your internal business purposes and in accordance with the Documentation.
3.2 Acceptable Use
You agree not to use the Services to:
Violate any applicable local, state, national, or international law or regulation;
Infringe upon or violate the Intellectual Property Rights or privacy rights of any third party;
Generate, distribute, or facilitate the creation of malware, spam, phishing content, or any other malicious code or content;
Harass, abuse, threaten, stalk, or intimidate any person;
Generate content that is unlawful, harmful, defamatory, obscene, or otherwise objectionable;
Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or models underlying the Services;
Access or use the Services to build a competitive product or service;
Circumvent or disable any security or access control mechanisms of the Services;
Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use; or
Use automated means (including bots, scrapers, or crawlers) to access the Services except through our published APIs.
3.3 Usage Limits
Your use of the Services may be subject to usage limits as specified in your subscription plan or order form. If you exceed these limits, the Company may throttle, suspend, or charge for additional usage in accordance with the applicable pricing terms.
Customer Data
4.1 Ownership
You retain all rights, title, and interest in and to your Customer Data. Nothing in these Terms transfers ownership of Customer Data to the Company.
4.2 License to Customer Data
You grant the Company a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to the extent necessary to provide the Services, comply with applicable law, and enforce these Terms.
4.3 Data Processing
Unless otherwise agreed in a separate Data Processing Agreement (DPA), the Company will process Customer Data in accordance with its Privacy Policy. The Company will implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Customer Data.
4.4 Data Retention and Deletion
Upon termination of your Account or Subscription Term, the Company will delete or return your Customer Data within thirty (30) days, unless retention is required by applicable law or regulation. You are responsible for exporting your Customer Data prior to Account termination.
4.5 No Training on Customer Data
The Company will not use Customer Data to train, improve, or develop its general-purpose AI models unless you have provided explicit, written consent to do so.
Outputs and AI-Generated Content
5.1 Ownership of Outputs
Subject to the underlying Intellectual Property Rights of the Company in the Services, you retain ownership of the Outputs generated through your use of the Services, to the extent permitted by applicable law.
5.2 Accuracy Disclaimer
You acknowledge that AI-generated Outputs may contain errors, inaccuracies, or biases. The Company does not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of any Output. You are solely responsible for evaluating and validating all Outputs before relying on or using them in any manner.
5.3 No Professional Advice
Outputs do not constitute legal, financial, medical, or other professional advice. You should consult qualified professionals before making decisions based on Outputs.
Fees and Payment
6.1 Subscription Fees
You agree to pay all fees associated with your subscription plan as set forth in the applicable order form or pricing page. Fees are quoted and payable in U.S. dollars unless otherwise stated.
6.2 Payment Terms
Unless otherwise specified, all invoices are due within thirty (30) days of the invoice date. Late payments may be subject to interest at the lesser of 1.5% per month or the maximum rate permitted by law.
6.3 Taxes
All fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, or similar taxes, excluding taxes based on the Company’s net income.
6.4 Fee Changes
The Company may modify its fees upon at least thirty (30) days’ prior written notice. Continued use of the Services after the effective date of a fee change constitutes acceptance of the new fees.
Intellectual Property
7.1 Company IP
The Services, including all associated software, algorithms, models, Documentation, trademarks, and other Intellectual Property Rights, are and shall remain the exclusive property of the Company. These Terms do not grant you any rights to the Company’s Intellectual Property except the limited license set forth in Section 3.1.
7.2 Feedback
If you provide suggestions, feedback, or recommendations regarding the Services (“Feedback”), you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without restriction or obligation.
Confidentiality
8.1 Obligations
Each party agrees to protect the Confidential Information of the other party using at least the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care. Neither party shall disclose the other’s Confidential Information except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those in these Terms.
8.2 Exclusions
Confidential Information does not include information that:
Is or becomes publicly available through no fault of the receiving party;
Was known to the receiving party prior to disclosure without restriction;
Is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or
Is rightfully received from a third party without restriction.
Security
9.1 Security Measures
The Company maintains a comprehensive information security program designed to protect the confidentiality, integrity, and availability of Customer Data. This program includes administrative, technical, and physical safeguards consistent with industry standards.
9.2 SOC 2 Compliance
The Company undergoes regular SOC 2 Type II audits conducted by an independent third-party auditor. Upon request and subject to a non-disclosure agreement, the Company will provide a copy of its most recent SOC 2 report to the User.
9.3 Incident Notification
In the event of a security incident that materially affects Customer Data, the Company will notify the affected User without undue delay and in no event later than seventy-two (72) hours after becoming aware of the incident. The notification will include the nature of the incident, the data affected, remedial actions taken, and contact information for further inquiries.
Warranties and Disclaimers
10.1 Company Warranties
The Company warrants that:
The Services will materially conform to the Documentation during the Subscription Term;
It will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards; and
It has the authority to enter into these Terms and grant the rights described herein.
10.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.
Limitation of Liability
11.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap
EXCEPT FOR OBLIGATIONS ARISING UNDER SECTION 12 (INDEMNIFICATION), EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE USER TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Indemnification
12.1 Company Indemnification
The Company shall indemnify, defend, and hold harmless the User from and against any third-party claims alleging that the Services, when used in accordance with these Terms, infringe such third party’s Intellectual Property Rights, and shall pay all damages finally awarded or settlements approved by the Company.
12.2 User Indemnification
The User shall indemnify, defend, and hold harmless the Company from and against any third-party claims arising from: (a) the User’s breach of these Terms; (b) the User’s violation of applicable law; or (c) any Customer Data or use of the Outputs by the User.
Term and Termination
13.1 Term
These Terms commence on the date you first access or use the Services and remain in effect for the duration of your Subscription Term, unless earlier terminated in accordance with this Section.
13.2 Termination for Convenience
Either party may terminate these Terms upon thirty (30) days’ prior written notice to the other party.
13.3 Termination for Cause
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.
13.4 Effect of Termination
Upon termination: (a) your license to use the Services immediately terminates; (b) you shall pay all fees accrued through the termination date; (c) the Company will delete or return your Customer Data in accordance with Section 4.4; and (d) Sections 4.1, 5.2, 7, 8, 10.2, 11, 12, 14, and 15 shall survive termination.
Governing Law and Dispute Resolution
14.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
14.2 Dispute Resolution
Any dispute arising out of or relating to these Terms shall first be submitted to good faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, it shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in the English language and the seat of arbitration shall be [City, State].
14.3 Injunctive Relief
Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.
General Provisions
15.1 Modifications
The Company reserves the right to modify these Terms at any time. Material changes will be communicated to you at least thirty (30) days in advance via email or through the Services. Continued use of the Services following such notice constitutes acceptance of the modified Terms.
15.2 Entire Agreement
These Terms, together with the Privacy Policy, any applicable DPA, and any order forms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, whether written or oral.
15.3 Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
15.4 Waiver
No failure or delay by either party in exercising any right or remedy shall constitute a waiver thereof.
15.5 Assignment
You may not assign or transfer these Terms without the Company’s prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
15.6 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, natural disasters, government actions, or failures of third-party infrastructure.
15.7 Notices
All notices under these Terms shall be in writing and delivered by email, certified mail, or nationally recognized overnight courier. Notices to the Company shall be sent to: legal@katalyze.ai. Notices to the User shall be sent to the email address associated with the User’s Account.
Contact Information
If you have any questions about these Terms, please contact us at:
Katalyze AI, Inc.
Email: legal@katalyze.ai
Website: katalyzeai.com