Terms of Service

Last updated · August 17, 2026

These Terms of Service ("Terms") govern your access to and use of the platform, products, and services (collectively, the "Service") made available by Karya, Inc. ("Karya", "we", "us", or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Note · Order of precedence

If you have executed a Master Services Agreement (MSA), Statement of Work (SOW), order form, or similar written agreement with Karya, that agreement controls and supersedes these Terms with respect to any subject matter it addresses. These Terms apply only to the extent not covered by, or not in conflict with, your executed agreement.

I. Description of Service

Karya provides a cloud-based software platform and related services. The features, plans, usage limits, and scope of the Service made available to you are those described in the applicable order form, plan description, or documentation in effect for your account.

We may add to, modify, or discontinue features of the Service from time to time. Where a change would materially reduce the core functionality of the Service during a paid term, we will provide reasonable advance notice.

II. Account Registration

To access the Service, you must:

  • Be at least 18 years old and capable of forming a binding contract
  • Provide accurate and complete registration information and keep it current

You are responsible for:

  • Maintaining the confidentiality of your credentials
  • All activity that occurs under your account
  • Ensuring that anyone you permit to use your account complies with these Terms

You agree to notify us promptly of any unauthorized access to or use of your account, or any other suspected security breach.

III. Acceptable Use

You agree not to use the Service to:

  • Violate any applicable law or regulation
  • Infringe or misappropriate the intellectual property or other rights of any third party
  • Upload or distribute malicious code, malware, or exploits
  • Attempt to gain unauthorized access to any system, account, or data
  • Interfere with, disrupt, or place undue load on the Service or its infrastructure
  • Circumvent billing, usage limits, or access controls
  • Harass, abuse, defame, or harm others
  • Reverse engineer, decompile, or disassemble the Service, except to the extent this restriction is prohibited by applicable law

We reserve the right to investigate suspected violations and to take appropriate action, including suspending or terminating access.

IV. Your Content

You retain ownership of all code, data, and materials you create, upload, or submit through the Service ("Your Content"). You grant Karya a limited, non-exclusive, worldwide license to host, store, process, transmit, and display Your Content solely to the extent necessary to:

  • Provide, secure, and support the Service
  • Perform maintenance, backups, and troubleshooting
  • Comply with applicable law or a valid legal request

You are responsible for Your Content, including for ensuring you have all rights necessary to submit it and to grant the license above. You are responsible for maintaining your own copies and backups of Your Content.

V. Intellectual Property

As between the parties, Karya retains all right, title, and interest in and to the Service, including all software, documentation, and related intellectual property. No rights are granted to you other than the limited right to access and use the Service in accordance with these Terms and your applicable plan.

If you provide feedback or suggestions about the Service, you grant Karya a perpetual, irrevocable, royalty-free license to use that feedback without restriction or obligation to you.

VI. Third-Party Services

The Service may integrate with, link to, or allow you to use services, software, or content provided by third parties. Your use of any third-party service is governed by that third party's own terms and privacy practices.

Karya does not control third-party services and is not responsible for their availability, accuracy, security, or performance. Enabling a third-party integration may involve transmitting Your Content to that provider, and you are responsible for confirming that doing so is appropriate for your data.

VII. Fees & Payment

Certain features of the Service require payment. The fees, billing frequency, and payment terms that apply to you are those set out in your applicable order form, plan description, or executed agreement.

General terms

  • For invoiced plans, payment is due net thirty (30) days from receipt of invoice unless otherwise stated in your order form or executed agreement
  • Undisputed amounts past due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law
  • Fees are non-refundable except as expressly stated in these Terms or your executed agreement
  • You are responsible for all applicable taxes, excluding taxes based on Karya's net income
  • We may change pricing on reasonable prior notice, effective at the start of your next renewal term

If undisputed fees remain unpaid, we may suspend the Service on fifteen (15) days' written notice. Continued non-payment may result in termination.

VIII. Confidentiality

Each party may disclose confidential information to the other in connection with the Service. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it to third parties except to employees, contractors, and advisors bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidentiality, or is independently developed without reference to the disclosing party's information. A party may disclose confidential information where required by law, provided it gives reasonable prior notice where legally permitted.

IX. Service Availability

We aim to provide reliable access to the Service but do not guarantee continuous uptime, error-free operation, or the availability of any particular feature, except as expressly set out in a service level agreement executed with you. We may:

  • Modify or discontinue features
  • Perform scheduled or emergency maintenance and upgrades
  • Suspend access where necessary to address a security, legal, or operational risk

X. Term & Termination

You may terminate your account at any time. Either party may terminate for convenience on thirty (30) days' written notice, or for material breach by the other party that remains uncured thirty (30) days after written notice of the breach.

We may also suspend or terminate your access:

  • For violation of these Terms or applicable law
  • For non-payment, subject to the notice procedure in section VII
  • For activity that poses a security, legal, or operational risk to the Service or to others

Upon termination, your right to access the Service ceases. You may export Your Content during any retention window stated in your plan or executed agreement, after which we may delete it. Provisions that by their nature should survive — including intellectual property, confidentiality, accrued fees, indemnification, limitation of liability, and governing law — survive termination.

XI. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."

To the maximum extent permitted by law, Karya disclaims all warranties, whether express, implied, or statutory, including:

  • Merchantability
  • Fitness for a particular purpose
  • Non-infringement
  • Any warranty arising from course of dealing or usage of trade

We do not warrant that the Service will be uninterrupted, secure, or free from error, or that any output or result obtained through the Service will be accurate or reliable. You are responsible for evaluating and validating any output before relying on it.

XII. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for:

  • Indirect, incidental, consequential, special, exemplary, or punitive damages
  • Loss of profits, revenue, data, goodwill, or business opportunity
TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO KARYA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $100 — WHICHEVER IS GREATER.

Carve-outs

The limitations above do not apply to:

  • Breaches of intellectual property obligations
  • Breaches of confidentiality obligations
  • Either party's indemnification obligations under section XIII
  • Your obligation to pay amounts due
  • Liability that cannot be limited under applicable law, including fraud, willful misconduct, and gross negligence

XIII. Indemnification

By Karya

Karya will defend you against any third-party claim alleging that the Service, as provided by Karya, infringes such third party's intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement, provided you (i) give prompt written notice of the claim, (ii) grant Karya sole control of the defense and settlement, and (iii) provide reasonable cooperation. Karya has no obligation for claims arising from (a) modifications not made by Karya, (b) combination with materials not supplied by Karya where the claim would not have arisen absent the combination, or (c) use of the Service other than in accordance with these Terms.

By you

You agree to indemnify and hold harmless Karya and its affiliates from any third-party claim arising out of:

  • Your use of the Service in violation of these Terms or applicable law
  • Your Content, or materials, instructions, or data you supply
  • Your violation of third-party rights

Sole remedy

This section states each party's sole and exclusive obligations, and the other party's exclusive remedy, with respect to third-party intellectual property infringement claims.

XIV. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any dispute shall be resolved exclusively in the state or federal courts located within the State of Delaware, and the parties consent to the personal jurisdiction of those courts.

XV. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by updating the "Last updated" date above and posting the revised Terms. Continued use of the Service after the revised Terms take effect constitutes acceptance of them.

XVI. Contact

For questions about these Terms, please contact legal@karya.sh.