Terms of Service

Effective date: September 30, 2026

These Terms of Service (the "Terms") are an agreement between you ("you" or "your") and [Legal entity name], doing business as Karya ("Karya," "we," "us," or "our"). They set out the conditions under which you may subscribe to and use the Karya platform and related services (the "Service").

If you use the Service on behalf of a company or other organization, then "you" includes that organization, and you confirm that you are authorized to bind it to these Terms, that you have read and understood them, and that you accept them on its behalf.

By accessing or using the Service, or by clicking a button or checking a box marked "I agree" or similar, you agree to these Terms and to the collection and use of your information as described in our Privacy Policy, whether or not you have a registered account. We may change these Terms and will give notice as described in Section 12(h).

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE AN ARBITRATION PROVISION THAT REQUIRES DISPUTES TO BE ARBITRATED INDIVIDUALLY AND WAIVES CLASS ACTIONS (SEE SECTION 12(f)). BY USING THE SERVICE YOU AGREE TO THAT PROVISION.

1. The Karya Service and eligibility

(a) Provision of the Service. Subject to these Terms, Karya will give you access to the Service for the Subscription Term defined in Section 5. The Service is cloud-based verification infrastructure for coding agents. It scans your repositories, builds a map of your software's features and user journeys, provisions isolated ephemeral environments that replicate your stack, runs and maintains a testing suite against them, and returns the results to your coding agents, CI systems and team.

(b) Eligibility and location. The Service is intended for business use by people and companies located in the United States. By using it you confirm that (i) you are at least 16 years old, (ii) you or your organization is located in the United States, and (iii) your use complies with all applicable U.S. federal, state and local laws. We do not knowingly market to or collect data from people or organizations in the United Kingdom or the European Economic Area.

(c) Access. You may access and use the Service on a non-exclusive, non-transferable basis, only for your internal business purposes and only in line with these Terms and any technical documentation we provide for the Service ("Documentation"). If we provide downloadable software, agents, SDKs, APIs, MCP servers or other code in connection with the Service ("Karya Software"), then unless it is licensed under separate terms we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use it during the Subscription Term, only as reasonably needed to use the Service under these Terms. "Karya Technology" means the Service, the Karya Software and the Documentation.

(d) Permitted Users. You may let your employees, agents, contractors and consultants use the Service on your behalf ("Permitted Users"). You are responsible for what they do or fail to do. You must make sure Permitted Users keep their login details confidential and do not share them with anyone unauthorized. You are responsible for all activity under your accounts, including activity by coding agents and automated systems you connect to the Service.

(e) Affiliates. Your Affiliates may use the Service under these Terms, and you remain responsible to Karya for their acts and omissions and those of their Permitted Users. These Terms apply to each Affiliate as if it had accepted them separately. "Affiliate" means an entity that controls, is controlled by or is under common control with a party, where "control" means the power to direct its management or ownership of 50% or more of its voting interests.

(f) Restrictions. You will not, and will not allow any third party or Permitted User to:

2. Your obligations and your data

(a) Customer Content. "Customer Content" means the repositories, source code, configuration, infrastructure definitions, telemetry and traces, fixtures and seed data, test definitions, prompts, messages, environment variables and other information, data and content, in any form, that you or your Permitted Users submit, upload, transmit or otherwise make available to or through the Service, directly or through a third-party provider or integration, or that you give Karya to load into the Service.

You are solely responsible for (i) the accuracy, content and legality of all Customer Content, and (ii) giving any notices and obtaining any consents the law requires from your Permitted Users, customers and end users for the collection, use, processing and transfer of Customer Content in connection with the Service.

You represent and warrant that:

Karya makes no representation that the Service is adequate to process that kind of data or to meet any legal or compliance requirement that applies to it.

(b) Rights in Customer Content and service improvement. As between the parties, you keep all right, title and interest in Customer Content, including all intellectual property rights. Tests, feature maps and other outputs the Service produces specifically from your Customer Content are yours to use, subject to Karya's rights in the Karya Technology. You grant Karya a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, display and process Customer Content only as needed to (i) provide, maintain, support and secure the Service under these Terms, and (ii) evaluate the performance of AI systems, test system functionality, improve prompts and workflows, find and fix bugs, improve the accuracy and reliability of the Service, and otherwise improve the Service.

Karya does not use Customer Content to train generative AI models or machine learning models unless you explicitly opt in through your account settings or a separate written agreement. Where Karya engages third-party AI providers to power features of the Service, Karya uses commercially reasonable efforts to ensure they are contractually barred from using Customer Content sent through the Service to train or improve their own models, except as needed to provide the Service to you (for example for abuse detection, content filtering or legal compliance those providers require). Karya cannot and does not guarantee the practices of third-party AI providers. If you connect a third-party AI provider or coding agent using your own credentials, API keys or subscription, your agreement with that provider governs how it handles your data, and Karya is not responsible for its practices.

(c) Usage Data. "Usage Data" means data about access to, use of and operation of the Service, including technical logs, telemetry about the Service, performance metrics, feature usage patterns, error rates and aggregated interaction data. It excludes Customer Content and Personal Data and is processed in aggregated, de-identified form. Karya may collect, generate, analyze and use Usage Data to operate, maintain, secure, analyze and improve the Service, including for product development, analytics, benchmarking and optimization, with no opt-in required, as long as the Usage Data does not identify you or any individual.

3. Verification results, AI features and third-party integrations

(a) Verification and AI output disclaimer. THE SERVICE USES ARTIFICIAL INTELLIGENCE, MACHINE LEARNING AND AUTOMATED ANALYSIS TO PRODUCE FEATURE MAPS, TESTS, TEST RESULTS, PASS AND FAIL VERDICTS, SUGGESTED TEST CHANGES AND OTHER OUTPUTS. THESE OUTPUTS MAY BE INACCURATE, INCOMPLETE OR UNSUITABLE FOR YOUR PURPOSES. A PASSING VERIFICATION RUN IS NOT A GUARANTEE THAT YOUR SOFTWARE IS FREE OF DEFECTS, SECURE OR FIT FOR RELEASE, AND THE ENVIRONMENTS THE SERVICE PROVISIONS MAY NOT REPRODUCE YOUR PRODUCTION SYSTEMS EXACTLY. KARYA DOES NOT WARRANT THAT ANY OUTPUT WILL BE ERROR-FREE, ACCURATE, COMPLETE OR SECURE, OR THAT THE SERVICE WILL DETECT EVERY REGRESSION. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING OUTPUTS AND FOR EVERY DECISION TO MERGE, RELEASE OR DEPLOY CODE. YOUR RELIANCE ON OUTPUTS OF THE SERVICE IS AT YOUR OWN RISK.

(b) Coding agents and model providers. The Service is designed to be called by coding agents that you choose and operate. Those agents run on the model provider accounts, API keys or subscriptions that you supply. Karya does not control them and is not responsible for the code they write, the actions they take or the charges your providers bill you.

(c) Third-party integrations. The Service integrates with third-party platforms and services, such as source control, CI, observability and APM tools, coding agents and AI providers. Your use of those integrations is subject to the third party's own terms. Karya is not responsible for the availability, accuracy, security or conduct of third-party services. Third-party AI providers may process Customer Content under their own terms and policies, and Karya is not liable for their acts or omissions.

4. Fees and payment

(a) Fees. You agree to pay all fees for your plan as shown on our pricing page or in your order, or as otherwise agreed in writing with Karya. Usage of the Service is metered in minutes of active test time and charged against credits at the rate stated for your plan. Paid plans may carry a minimum monthly commitment, and usage beyond your included credits is billed at the applicable rate. Credits included with a free plan have no cash value. Unless your plan or order says otherwise, unused credits do not carry over to the next billing period. All fees are non-refundable except where these Terms expressly say otherwise. Karya may change its fees on thirty (30) days' written notice; a change will not affect fees already paid or committed for the current Subscription Term.

(b) Taxes. Fees exclude all taxes, levies, duties and similar governmental charges, including value-added, sales, use and withholding taxes ("Taxes"). You are responsible for paying all Taxes associated with your use of the Service.

5. Term and termination

(a) Term. These Terms take effect when you first accept them or first use the Service and continue until terminated as set out below. "Subscription Term" means the subscription period shown in your account settings or order confirmation. It renews automatically for successive periods of the same length unless either party gives written notice of non-renewal at least thirty (30) days before the current Subscription Term ends.

(b) Termination. You may terminate these Terms at any time using the mechanism offered in the Service. Karya may suspend or terminate your access immediately if you materially breach these Terms, if the law requires it, or if Karya determines that your use poses a security risk to the Service or to other users.

(c) Effect of termination. When these Terms expire or are terminated, (i) you must immediately stop using the Service and all Karya Technology, and (ii) Karya may, but is not obliged to, delete Customer Content and other information from its records.

(d) Survival. These Sections survive expiry or termination: 1(f), 2, 3, 4(b), 5, 6, 7, 8, 9, 10, 11 and 12.

6. Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." KARYA AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUIET ENJOYMENT. KARYA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. KARYA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, SECURITY OR SUITABILITY OF ANY VERIFICATION RESULT OR OTHER OUTPUT OF THE SERVICE.

7. Limitation of liability

(a) Cap. NEITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, WILL EXCEED THE TOTAL AMOUNT YOU PAID UNDER THESE TERMS IN THE SIX (6) MONTHS BEFORE THE LAST EVENT GIVING RISE TO LIABILITY. THIS DOES NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4.

(b) Excluded damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

(c) Account security. You are responsible for all login credentials for your administrator accounts and your Permitted Users' accounts. Karya is not responsible for any damage, loss or liability that results from those credentials not being kept confidential, or from an unauthorized third party using valid credentials to access the Service.

(d) Exceptions. EXCEPT FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR A BREACH OF APPLICABLE LAW BY EITHER PARTY, AND, IN YOUR CASE, INFRINGEMENT OF KARYA'S INTELLECTUAL PROPERTY RIGHTS, THE LIMITS IN THIS SECTION 7 APPLY TO ALL LEGAL THEORIES AND TO THE FULLEST EXTENT THE LAW ALLOWS. THE PARTIES AGREE THAT THIS SECTION REFLECTS AN AGREED ALLOCATION OF RISK AND IS AN ESSENTIAL BASIS OF THE BARGAIN.

(e) Jurisdictional limits. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DAMAGES TO BE EXCLUDED OR LIMITED, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS THAT VARY BY JURISDICTION. THESE DISCLAIMERS AND LIMITS DO NOT APPLY TO THE EXTENT APPLICABLE LAW PROHIBITS THEM.

8. Indemnification

(a) By you. You will defend, indemnify and hold harmless Karya, its affiliates, licensors and suppliers, and their employees, contractors, agents, officers and directors, against all claims, damages, obligations, losses, liabilities, costs and expenses (including attorneys' fees) arising from: (i) your or any Permitted User's use of the Service, including any Customer Content; (ii) your breach of these Terms; (iii) your or any Permitted User's violation of a third party's rights, including privacy and intellectual property rights; (iv) your or any Permitted User's violation of any applicable law or regulation; (v) your or any Permitted User's gross negligence, fraud or willful misconduct; or (vi) anyone else's use of the Service with your or a Permitted User's credentials, unless that use was Karya's fault.

(b) By Karya.

9. Confidential information

(a) Definition. "Confidential Information" means information one party discloses to the other that is marked confidential or proprietary, or that a reasonable person would understand to be confidential. All Karya Technology, performance information about the Service and the terms of these Terms (including fees and pricing) are Karya's Confidential Information without needing to be marked. Confidential Information does not include information the recipient already lawfully knew, that becomes public through no fault of the recipient, that the recipient developed independently without using the Confidential Information, or that the recipient rightfully received from a third party.

(b) Obligations. The recipient will not disclose Confidential Information except to its Affiliates, employees, contractors and agents who need to know it and have agreed in writing to keep it confidential. They may use it only to exercise the recipient's rights and meet its obligations under these Terms, and must protect it with at least reasonable care. The recipient may also disclose Confidential Information where the law requires, after giving the discloser reasonable notice and cooperating to seek confidential treatment. Unauthorized disclosure may cause harm that damages cannot remedy, and the disclosing party may seek injunctive or equitable relief in a competent court, without posting a bond, to protect its Confidential Information.

(c) Customer Content. Karya will treat Customer Content as confidential and will not disclose it to third parties except (i) as needed to operate, support, secure and improve the Service as described in Section 2(b), (ii) as required by law or legal process, or (iii) with your consent. Karya limits access to Customer Content to employees and contractors with a legitimate business need who are bound by confidentiality obligations. You acknowledge that Karya personnel may access Customer Content on a need-to-know basis to operate, secure and support the Service.

10. Security

(a) Security measures. Karya will use reasonable physical, technical and administrative safeguards designed to protect Customer Content from unauthorized access, use or disclosure. Karya maintains industry-standard security measures appropriate to the data it processes, including encryption in transit and at rest, access controls, isolation between verification environments and monitoring. On reasonable request, Karya may give you a summary of its security certifications or a third-party audit report.

(b) Security incidents. Karya will notify you without undue delay after becoming aware of a security incident involving unauthorized access to, use of or disclosure of Customer Content that is reasonably likely to harm you. The notice will include enough information for you to meet your own notification obligations under applicable law. Karya will take reasonable steps to remedy the incident and prevent it recurring, and will cooperate with your investigation and compliance efforts. Giving notice under this Section is not an admission of fault or liability.

11. Data processing

(a) Privacy Policy. Karya's Privacy Policy is incorporated into these Terms by reference. Where Karya processes Personal Data (as defined in the Privacy Policy) on your behalf that is subject to Data Protection Laws, these Terms and the Privacy Policy govern that processing. "Data Protection Laws" means all applicable laws, regulations and other legal requirements on privacy, data security and data protection.

(b) Your responsibilities. You are solely responsible for (i) giving all required notices to, and obtaining all required consents from, the individuals whose Personal Data is submitted to the Service, and (ii) making sure your use of the Service and your submission of Personal Data comply with Data Protection Laws.

(c) AI processing. Where the Service uses artificial intelligence or machine learning, any processing of Personal Data in connection with those features is governed by the Privacy Policy. As stated in Section 2(b), Karya does not use Customer Content (including Personal Data) to train generative AI models without your explicit opt-in, but does use Customer Content to evaluate AI system performance and improve the Service.

(d) U.S. privacy compliance. You are solely responsible for ensuring that any Personal Data submitted to or processed through the Service complies with all applicable United States federal and state privacy and data protection laws, including the California Consumer Privacy Act and similar state laws where they apply. You represent and warrant that you have given all required notices and obtained all required consents for that processing. Karya has no responsibility for your compliance obligations for that Personal Data.

12. General terms

(a) Assignment. These Terms bind and benefit each party's permitted successors and assigns. Neither party may assign these Terms without the other's prior written consent, except that either party may assign them without consent in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any other attempted assignment is void.

(b) Force majeure. Neither party is liable for a delay or failure to perform an obligation under these Terms (other than paying fees) caused by events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or a failure or reduction of power, telecommunications or data networks or services.

(c) Subcontractors. Karya may use subcontractors to perform services under these Terms and remains responsible for their compliance with these Terms.

(d) Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, franchise or agency relationship, and neither party may bind the other or incur obligations on its behalf without prior written consent.

(e) Severability. If a court of competent jurisdiction finds any provision of these Terms unenforceable or invalid, that provision will be limited to the minimum extent necessary so that the rest of these Terms remains in effect.

(f) Governing law, venue and arbitration. These Terms are governed by the laws of the State of [State] and the United States, without regard to conflict-of-laws rules or the United Nations Convention on Contracts for the International Sale of Goods. Except for claims for injunctive or equitable relief or claims about intellectual property rights (which may be brought in any competent court in [City, State]), any dispute arising under these Terms will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, held in [City, State]. YOU AND KARYA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU AND KARYA WAIVE ANY RIGHT TO A JURY TRIAL.

(g) Notice. Notices under these Terms must be in writing. Notices to Karya go to legal@karya.sh; notices to you go to the email address on your account. Either party may change its notice address by notifying the other under this Section. A notice is treated as received when the email is sent and transmission is confirmed.

(h) Amendments and waivers. No waiver is implied from conduct or from a failure to enforce a right under these Terms, and a waiver is effective only if it is in writing and signed by an authorized representative of the waiving party. Purchase orders and similar documents you issue are for administrative purposes only, and any additional or different terms in them do not apply, even if Karya accepts or performs under the order. Karya may modify these Terms from time to time. If we make material changes, we may notify you by email or by posting the updated Terms and changing the effective date at the top. Continuing to use the Service after the changes take effect and we have notified you means you accept the modified Terms.

(i) No third-party rights. These Terms have no third-party beneficiaries.

(j) Export compliance. Each party will comply with all applicable export and re-export controls and trade and economic sanctions laws, including the Export Administration Regulations of the U.S. Department of Commerce, sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations of the U.S. State Department. Each party confirms that neither it, nor any subsidiary, nor any person acting on its behalf or owning 50% or more of its voting interests, is (i) on the List of Specially Designated Nationals and Blocked Persons or any other sanctions list administered by OFAC or another governmental body, or (ii) a national or resident of, or part of the government of, any country or territory the United States has embargoed or sanctioned.

(k) Entire agreement. These Terms, together with the Privacy Policy, are the complete and exclusive statement of the parties' understanding and replace all earlier written and oral agreements and communications on their subject matter.

Contact

[Legal entity name]
[Registered address]
Email: legal@karya.sh