Terms of service

This agreement is between Cloudlit Tech Inc., incorporated in Alberta, Canada ("Cloudlit"), and the organisation that activates a Karos Cloud tenant ("Customer"). References to "you" mean the Customer and its authorised users. These terms take effect when a tenant is activated or a demo environment is provisioned.

• Platform — the Karos Cloud software-as-a-service, including all portals and Karos AI.
• Tenant — your organisation's isolated instance of the Platform.
• Authorised User — any individual granted access by the Customer under its role model.
• Customer Data — all data submitted to the Platform by the Customer or its Authorised Users.
• Sandbox — a demo environment provisioned for evaluation purposes, retained for 14 days unless extended by agreement.

Cloudlit grants the Customer a non-exclusive, non-transferable licence to access and use the Platform during the subscription term, for the Customer's internal business purposes only. The Customer may not sublicence, resell, or white-label the Platform without written consent.

Sandbox environments granted after a demo request are subject to the same terms and are automatically deprovisioned after 14 days. Customer Data entered into a Sandbox is deleted on deprovisioning.

The Customer is responsible for:

• Configuring the Capability × Role matrix appropriately for its organisation
• Ensuring Authorised Users comply with these terms
• Maintaining the confidentiality of credentials
• The accuracy, legality, and appropriateness of Customer Data
• Obtaining any consents from its employees required by applicable data protection law

The Customer must not use the Platform to:

• Violate any applicable law or regulation
• Infringe third-party intellectual property or privacy rights
• Attempt to circumvent the Capability × Role access model or any security control
• Introduce malware, conduct denial-of-service attacks, or scrape the Platform programmatically without written agreement
• Use the Platform to process data classified above the data tier purchased

Cloudlit processes Customer Data as a data processor acting on the Customer's instructions. Cloudlit's Privacy Policy at /privacy governs Cloudlit's processing of personal data. The Customer and Cloudlit will enter into a Data Processing Addendum where required by applicable law.

Customer Data remains the property of the Customer. Cloudlit does not use Customer Data to train AI models without the Customer's explicit written consent.

Fees are as agreed in the order form or customer agreement. Platform access is charged monthly in advance; AI credit usage is charged monthly in arrears. Invoices are due net 30 days.

Cloudlit reserves the right to suspend access (on 10 days' written notice) for invoices overdue by more than 30 days. Suspension does not affect the Customer's obligation to pay outstanding amounts.

Cloudlit retains all intellectual property rights in the Platform, including the tenant architecture and Karos AI. The Customer retains all rights in Customer Data.

The Customer grants Cloudlit a limited licence to host, process, and display Customer Data solely to provide the Platform service. Cloudlit will not use Customer Data for any other purpose without written consent.

Each party will keep the other's confidential information (including pricing, technical architecture, and Customer Data) strictly confidential and will not disclose it to third parties except as required by law or with prior written consent. Obligations of confidentiality survive termination by 5 years.

Cloudlit targets 99.5% monthly uptime for the Platform, excluding scheduled maintenance windows communicated at least 48 hours in advance and force majeure events.

Support is handled inside the Platform — sign in and ask Karos. For account-level issues, contact [email protected].

This agreement begins on the effective date and continues for the subscription term agreed in the order form, renewing automatically for successive periods of equal length unless either party gives 30 days' written notice of non-renewal before the end of the then-current term.

Either party may terminate immediately on written notice if the other party materially breaches this agreement and fails to remedy the breach within 14 days of notice.

On termination, Customer Data will be made available for export for 30 days, then deleted. Cloudlit will retain audit logs for the period required by clause 10 of the Privacy Policy.

Cloudlit may modify or discontinue Platform features with reasonable notice. We will not remove functionality on which a customer's production operations materially depend without at least 90 days' notice and, where feasible, a migration path.

Cloudlit warrants that the Platform will perform materially as described in its documentation during the subscription term. Cloudlit does not warrant that the Platform will be error-free or uninterrupted.

AI disclaimer. Karos AI generates outputs based on data available within the tenant at the time of the request. Cloudlit makes no warranty as to the accuracy, completeness, or fitness for purpose of any AI-generated output. All AI outputs require human review before action is taken. The draft-and-confirm model is by design, not a limitation to be waived.

Except as expressly stated, the Platform is provided "as is" and Cloudlit disclaims all implied warranties to the maximum extent permitted by law.

The Customer will indemnify, defend, and hold harmless Cloudlit from any third-party claim arising from: (a) the Customer's use of the Platform in breach of these terms; (b) Customer Data infringing a third party's rights; or (c) the Customer's failure to obtain required consents from its employees.

Cloudlit will indemnify the Customer against third-party claims that the Platform, as provided, infringes a valid Canadian or US patent, copyright, or trade secret, provided the Customer notifies Cloudlit promptly and cooperates in the defence.

To the maximum extent permitted by law, neither party's total liability to the other under these terms will exceed the fees paid or payable by the Customer in the 12 months immediately preceding the claim.

Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity, even if advised of the possibility of such damages.

The liability cap and AI warranty disclaimer in this clause and clause 13 have not been reviewed by Canadian counsel. Do not publish before legal review.

These terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Any dispute will be resolved in the courts of Calgary, Alberta, and both parties submit to the exclusive jurisdiction of those courts.

• Entire agreement. These terms, together with any order form and Data Processing Addendum, constitute the entire agreement between the parties with respect to the Platform.
• Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
• Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement.
• Assignment. The Customer may not assign its rights under these terms without Cloudlit's written consent. Cloudlit may assign these terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Notices. Legal notices must be sent to [email protected] or by registered mail to our Calgary address.

Cloudlit may update these terms with 30 days' written notice to Customer administrators. Continued use of the Platform after the notice period constitutes acceptance of the updated terms. For material changes, Cloudlit will seek explicit acceptance where required by law.

The "last updated" date at the top of this page reflects the most recent revision.