Business (Commercial) Terms of Service

1. Agreement and Acceptance

These Business (Commercial) Terms of Service (the "Terms") are entered into between KLNR Labs P.S.A., a simple joint-stock company ("prosta spółka akcyjna") organised under the laws of Poland, with its registered seat in Gdańsk, Poland, registered in the National Court Register under [KRS], holding tax identification number [NIP] and statistical number [REGON], with registered address at [address] and share capital of [share capital] ("KLNR", "we", "us" or "our"), and the business, organisation or other legal entity accepting these Terms ("Customer" or "you").

By signing an order form, ordering document or other written agreement that references these Terms, by clicking to accept, or by accessing or using the Services on behalf of an organisation, you agree to be bound by these Terms and you represent that you are authorised to bind that organisation. If you do not agree, you must not access or use the Services.

These Terms apply to business customers only. They are not intended for consumers acquiring the Services for purposes outside their trade, business, craft or profession; consumers are governed by our separate consumer terms.

The KLNR group operates the master site klnr.ai and the following products, each accessed through a single sign-on ("klnr-gate"): Search (legal search), Lexor (law in Microsoft Word), FRRE.ai (professional legal work), Sign (electronic signatures, eIDAS), Comms (email), CoLab (workspace), AgentOS (AI agents and workflows) and Bill (invoicing and KSeF). Product-specific terms may supplement these Terms as described below.

2. The Services

2.1 Overview. Subject to these Terms and to payment of applicable Fees, KLNR grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the products and services ordered by Customer (the "Services"), including the right to use the Services to power Customer's own internal operations and, where permitted by the applicable product, Customer's products and services for its end users.

2.2 Evidence-first design. The Services are designed on an evidence-first basis ("evidence, not words"). AI components assist a qualified human, who remains the author of and decision-maker for any professional work product. Where the system lacks sufficient grounding, it is designed to abstain rather than produce unverified assertions. Customer acknowledges that the Services are decision-support tools and do not constitute legal advice, and that a qualified human must review and approve all output before reliance or use.

2.3 Third-party features. The Services may interoperate with or provide access to third-party products, integrations, data sources or services ("Third-Party Features"). Third-Party Features are provided by their respective providers under their own terms, are not part of the Services, and KLNR is not responsible for them. Customer's use of Third-Party Features is at Customer's own risk.

2.4 Feedback. If Customer provides suggestions, ideas, enhancement requests or other feedback regarding the Services ("Feedback"), KLNR may use, and incorporate the Feedback into the Services and its other offerings, without restriction and without any obligation to Customer. Feedback is given voluntarily and does not constitute Customer Content.

2.5 Updates. KLNR may modify, enhance, or discontinue features of the Services from time to time. KLNR will use reasonable efforts to avoid materially degrading the core functionality Customer has paid for during a paid term.

3. Customer Content; Inputs and Outputs

3.1 Definitions. "Inputs" means the prompts, documents, files, data and other content that Customer or its authorised users submit to the Services. "Outputs" means the content the Services generate and return in response to Inputs. "Customer Content" means Inputs and Outputs together.

3.2 Customer retains Inputs. As between the parties, Customer retains all right, title and interest in and to its Inputs. Customer grants KLNR a limited, worldwide, non-exclusive licence to host, process, transmit and display Inputs solely as necessary to provide and support the Services, to maintain security, to comply with law, and as otherwise instructed by Customer.

3.3 Customer owns Outputs. As between the parties and to the extent permitted by applicable law, KLNR assigns to Customer all of its right, title and interest in and to the Outputs generated for Customer. Customer is responsible for its Outputs and for any reliance placed on them.

3.4 We do not train on Customer Content. KLNR does not train, and will not train, its models or those of its sub-processors on Customer Content (including any client, legal or professional content) submitted through the Services. KLNR will not use Customer Content to develop or improve foundation models. KLNR processes Customer Content only to provide, secure and support the Services and as otherwise permitted by these Terms and the Data Processing Addendum.

3.5 No training on client or legal content; professional secrecy. KLNR recognises that Customer Content may include privileged communications and material subject to attorney-client privilege and professional secrecy ("tajemnica zawodowa"). KLNR will not use such content for model training and will handle it consistently with the confidentiality obligations in Section 6 and the safeguards in the Data Processing Addendum.

3.6 Similar outputs. Due to the nature of machine learning, Outputs may not be unique and the Services may generate the same or similar output for KLNR or third parties. Responses requested by and generated for other customers are not Customer Content.

4. Acceptable Use; Trust and Safety; Restrictions

4.1 Compliance with law. Each party will comply with all laws applicable to its performance under these Terms, including applicable data-protection, consumer-protection, export-control and sanctions laws.

4.2 Policies incorporated by reference. Customer and its authorised users must comply with KLNR's Acceptable Use / Usage Policy, Supported Regions Policy and any Service-Specific Terms applicable to the products it uses, each of which is incorporated into these Terms by reference and may be updated as set out in Section 13.

4.3 Limitations of Outputs; notice to end users. Customer is responsible for evaluating Outputs for accuracy and appropriateness for its use case, including by using human review where appropriate. Where Customer makes the Services or Outputs available to end users, Customer will provide a clear notice that factual assertions in Outputs should be independently verified and should not be relied upon without a qualified human's review, and that the Services do not provide legal advice.

4.4 Use restrictions. Customer will not, and will not permit any third party to: (a) use the Services to build or train a competing product or model, or to extract or distil model weights, embeddings or parameters; (b) reverse engineer, decompile or disassemble the Services except to the extent such restriction is prohibited by applicable law; (c) resell, sublicense or provide the Services to third parties except as expressly permitted; (d) circumvent or disable security or rate-limiting features; (e) use the Services to generate unlawful, infringing, deceptive, harmful or prohibited content; or (f) assist or enable any third party in doing any of the foregoing.

4.5 Service accounts and credentials. Customer is responsible for all activity under its accounts and klnr-gate single sign-on credentials, for maintaining the confidentiality of credentials, and for promptly notifying KLNR at [security@klnr.ai] of any suspected compromise, unauthorised access or attack.

5. Fees, Payment and Taxes

5.1 Fees. Customer will pay the fees set out in the applicable order form, plan or pricing page ("Fees"). Unless otherwise agreed in writing, Fees are payable in advance and are non-refundable except as expressly stated. KLNR may require prepayment, deposits or credits. KLNR may update pricing on a prospective basis effective at least 30 days after posting or notice.

5.2 Invoicing and payment terms. Unless otherwise stated, invoiced amounts are due within [30] days of the invoice date. Overdue amounts may accrue interest at the maximum rate permitted by law. Customer will reimburse reasonable collection costs.

5.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added (VAT), goods-and-services and similar taxes, and for any withholding taxes, except for taxes based on KLNR's net income. Where withholding applies, Customer will gross up the payment so that KLNR receives the full amount it would have received absent the withholding.

5.4 Suspension for non-payment. KLNR may suspend or terminate the Services for non-payment after notice and a reasonable opportunity to cure, without prejudice to its other remedies.

6. Confidentiality

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that should reasonably be understood to be confidential given its nature or the circumstances of disclosure. Customer Content is Customer's Confidential Information. The terms of any order form are the Confidential Information of both parties.

6.2 Obligations. Recipient will: (a) use Confidential Information only to perform its obligations and exercise its rights under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information and no less than reasonable care; and (c) disclose it only to its employees, affiliates, advisers and sub-processors who have a need to know and who are bound by confidentiality obligations at least as protective as these.

6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of Recipient; (b) was lawfully known to Recipient without a duty of confidentiality before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

6.4 Compelled disclosure. Recipient may disclose Confidential Information to the extent required by law or legal process, provided that, where lawful, it gives the Discloser prompt notice and reasonable cooperation to seek protective treatment.

6.5 Return or destruction. Upon Discloser's written request, Recipient will return or destroy Confidential Information in its possession, except for copies required to be retained by law or held in routine, secure backups, which remain subject to these confidentiality obligations.

7. Intellectual Property

7.1 Reservation of rights. Except for the limited rights expressly granted in these Terms, KLNR and its licensors retain all right, title and interest in and to the Services, the underlying software, models, documentation and KLNR's trademarks, and Customer retains all right, title and interest in its Customer Content. No rights are granted by implication, estoppel or otherwise.

7.2 KLNR marks. Customer is granted no right to use KLNR's names, logos or trademarks except as expressly permitted in writing.

8. Publicity

Neither party will issue press releases about the other without prior written consent. KLNR may identify Customer by name and logo as a customer in customer lists and on its website, unless Customer opts out by contacting [kontakt@klnr.ai]. The parties may agree in writing on additional co-marketing, case studies or reference activities.

9. Data Protection and the Data Processing Addendum

9.1 Roles. With respect to Customer Content processed on Customer's behalf, KLNR acts as a processor (or service provider/contractor, as applicable) and Customer acts as the controller (or business). KLNR Labs P.S.A. is the single data controller for the KLNR group with respect to data it processes for its own purposes (for example, account administration and security).

9.2 Data Processing Addendum. The parties' data-protection obligations are set out in the KLNR Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference. To the extent of any conflict regarding the processing of personal data, the DPA controls. The DPA includes the EU Standard Contractual Clauses and the UK International Data Transfer Addendum for restricted transfers, descriptions of sub-processors, security measures, and assistance obligations.

9.3 Instructions and security. KLNR will process personal data only on documented instructions from Customer (including as set out in these Terms and the DPA), will implement appropriate technical and organisational security measures, will ensure persons authorised to process the data are bound by confidentiality, and will assist Customer with data-subject requests and breach notifications as described in the DPA.

9.4 Professional secrecy. Where Customer Content is subject to attorney-client privilege or professional secrecy, KLNR will apply the additional safeguards described in the DPA and will not access such content except as necessary to provide and secure the Services or as required by law.

10. Indemnification

10.1 By KLNR (IP defence of Customer). KLNR will defend Customer against any third-party claim alleging that Customer's authorised use of the Services, as provided by KLNR and used in accordance with these Terms, infringes that third party's patent, copyright, trademark or trade-secret rights, and KLNR will indemnify Customer for damages and reasonable costs finally awarded by a court of competent jurisdiction or agreed in settlement attributable to such claim.

10.2 Remedies for infringement. If the Services are, or in KLNR's reasonable opinion are likely to become, the subject of an infringement claim, KLNR may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) modify or replace the affected portion so it is non-infringing while substantially preserving functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services and refund any prepaid, unused Fees for the affected portion.

10.3 Exclusions. KLNR has no obligation under Section 10.1 to the extent a claim arises from: (a) Customer Content or Inputs; (b) Customer's modification of the Services; (c) combination of the Services with products, data or services not provided by KLNR where the claim would have been avoided absent the combination; (d) use of the Services in violation of these Terms or applicable policies; or (e) Customer's continued use after notice of an alleged infringement or after a non-infringing alternative was made available.

10.4 By Customer. Customer will defend and indemnify KLNR against third-party claims arising from Customer's Inputs, Customer's Outputs as used or distributed by Customer, or Customer's use of the Services in breach of these Terms or applicable law.

10.5 Process. The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defence and settlement (provided that no settlement imposing a non-indemnified obligation or admission on the indemnified party may be made without its consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.

10.6 Sole remedy. This Section 10 states each party's sole and exclusive remedy and the other party's entire liability for third-party intellectual-property claims.

11. Warranties and Disclaimers

11.1 Mutual warranties. Each party warrants that it has the authority to enter into these Terms and that its performance will not violate any agreement or law binding on it. Customer warrants that it has all necessary rights to submit its Inputs and to grant the licences in Section 3.

11.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, KLNR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. KLNR DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR-FREE, AND OUTPUTS MUST BE INDEPENDENTLY VERIFIED BY A QUALIFIED HUMAN BEFORE RELIANCE.

11.3 Mandatory rights. Nothing in this Section limits warranties or rights that cannot be excluded or limited under mandatory applicable law (including certain rights of business customers under the laws of their jurisdiction).

12. Limitation of Liability

12.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Exceptions to the cap. The limitations in Sections 12.1 and 12.2 do not apply to: (a) the parties' indemnification obligations under Section 10; (b) Customer's payment obligations; (c) a party's breach of its confidentiality obligations (other than relating to Customer Content, which is addressed by the parties' allocation of risk); or (d) liability that cannot be excluded or limited under mandatory applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or wilful misconduct.

12.4 Essential basis. These limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose. The parties agree that these limitations are an essential basis of the bargain and a reasonable allocation of risk reflected in the Fees.

13. Term, Termination and Suspension

13.1 Term. These Terms take effect on the [effective date] (the "Effective Date") and continue until terminated as set out below or until the expiry of all order forms.

13.2 Termination for convenience. Either party may terminate these Terms or any order form for convenience on [30] days' prior written notice, subject to any minimum commitment in an order form.

13.3 Termination for cause. Either party may terminate for the other party's material breach that remains uncured 30 days after written notice. KLNR may terminate immediately if it is legally prohibited from providing the Services.

13.4 Suspension. KLNR may suspend Customer's access, in whole or in part, where: (a) there is a material security risk, attack or compromise; (b) Customer breaches Section 4 (Acceptable Use) or applicable policies; (c) suspension is required by law; or (d) a third-party provider necessary to the Services terminates or suspends a service. KLNR will use reasonable efforts to give prior notice and to limit the scope and duration of any suspension, and will restore access promptly once the cause is resolved.

13.5 Effect of termination. On termination, Customer's right to access the Services ceases. KLNR will, on request made within [30] days of termination, make Customer Content available for export, after which KLNR may delete it subject to the DPA and applicable law. Sections that by their nature should survive (including Sections 3, 5, 6, 7, 9, 10, 11, 12, 14 and 15) survive termination.

14. Dispute Resolution; Governing Law; Venue

14.1 Informal resolution. Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms informally by negotiation between senior representatives for a period of 45 days after written notice of the dispute is given.

14.2 Regional split. The mechanism for resolving disputes that are not resolved informally depends on Customer's location, as set out below. Each party knowingly and voluntarily waives any right to a jury trial and, to the extent set out below, agrees that disputes will be resolved on an individual basis.

14.3 Customers in the EU/EEA, Switzerland or the United Kingdom. For Customers established in the EU/EEA, Switzerland or the UK, these Terms are governed by the laws of Poland (and applicable EU law), excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the courts of [Warsaw], Poland. Alternatively, the parties may agree in writing in an order form to resolve disputes by binding arbitration administered under the UNCITRAL or [ICC] Rules, with the seat in [Warsaw], Poland or [Dublin], Ireland, conducted in English before a sole arbitrator. Nothing in this Section limits a party's mandatory statutory rights or its right to bring proceedings in the courts having mandatory jurisdiction under applicable law.

14.4 Customers in the United States and all other Customers. For Customers located in the United States and for all Customers not covered by Section 14.3, these Terms are governed by the laws of the State of California, excluding its conflict-of-laws rules. Any dispute will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures before a sole arbitrator, with the seat in San Francisco, California, conducted in English. The parties waive any right to participate in a class, collective, consolidated or representative action, and the arbitrator may not consolidate claims or preside over any representative or class proceeding. Judgment on the award may be entered in any court of competent jurisdiction. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco, California for any matter not subject to arbitration.

14.5 Equitable relief. Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15. General

15.1 Notices. Notices must be in writing. Notices to KLNR are sent to [kontakt@klnr.ai] (with legal notices copied to [address]); notices to Customer are sent to the contact and account details Customer provides. Notices are effective on receipt.

15.2 Electronic communications. Customer consents to receive communications from KLNR electronically, including by email, in-product messages, the dashboard and the website, and agrees that such communications satisfy any legal requirement that they be in writing.

15.3 Amendments. KLNR may update these Terms and the incorporated policies on a prospective basis with at least 30 days' notice (changes required by law or for security may take effect sooner), and continued use after the effective date constitutes acceptance. Other amendments require a written instrument signed by both parties. Updates will not apply retroactively.

15.4 Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger, reorganisation or sale of substantially all of its assets, on notice. Any other assignment is void. These Terms bind permitted successors and assigns.

15.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect and the parties will replace the affected provision with a valid one that reflects the original intent as closely as possible.

15.6 Interpretation. These Terms will be construed fairly and not against the drafter. Headings are for convenience only; "including" means "including without limitation"; "or" is not exclusive.

15.7 Export and sanctions. Customer will comply with applicable export-control and economic-sanctions laws (including those of the EU, Poland and the United States) and will not use or provide the Services in or to embargoed jurisdictions or restricted parties, or for prohibited end-uses.

15.8 Force majeure. Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, internet or utility failures, and acts of government.

15.9 Entire agreement. These Terms, together with the incorporated Acceptable Use / Usage Policy, Supported Regions Policy, Service-Specific Terms, the DPA, the applicable pricing page and any order form, constitute the entire agreement and supersede all prior or contemporaneous understandings regarding their subject matter. In case of conflict, an executed order form prevails over these Terms only where it expressly says so; the DPA prevails for personal-data processing.

16. EU/EEA and UK Supplemental Terms

These supplemental terms apply to Customers established in the EU/EEA, Switzerland or the UK and prevail over conflicting terms above for such Customers.

16.1 Contracting entity and roles. The contracting and responsible entity is KLNR Labs P.S.A., seated in Gdańsk, Poland, which is the single data controller for the KLNR group for its own processing and acts as processor for Customer Content as described in Section 9 and the DPA.

16.2 GDPR. Processing of personal data is governed by Regulation (EU) 2016/679 ("GDPR"), the UK GDPR and the Polish Personal Data Protection Act, as applicable, and by the DPA. The DPA incorporates the EU Standard Contractual Clauses and the UK International Data Transfer Addendum for restricted transfers. Data-subject requests, records of processing, security measures, sub-processor disclosures, breach notification and audit rights are addressed in the DPA. Privacy enquiries may be sent to [privacy@klnr.ai] and the data protection officer at [dpo@klnr.ai].

16.3 EU consumer and platform law. Where any business customer qualifies as a microenterprise or where mandatory EU or national consumer-protection rules apply, those mandatory rights are not excluded or limited by these Terms. To the extent the Platform-to-Business Regulation (EU) 2019/1150 or the Digital Services Act applies to any product, the additional transparency, ranking and complaint-handling commitments described in the relevant Service-Specific Terms apply.

16.4 Liability under mandatory law. Nothing in Sections 11 or 12 excludes or limits liability that cannot be excluded or limited under mandatory law applicable to EU/EEA/UK Customers, including liability for death or personal injury caused by negligence, for fraud, or for gross negligence or wilful misconduct.

16.5 eIDAS (Sign). Where Customer uses the Sign product, the electronic-signature and trust-service features are intended to operate consistently with Regulation (EU) No 910/2014 ("eIDAS") as amended; the specific assurance levels, trust-service provider arrangements and limitations are set out in the Sign Service-Specific Terms.

17. United States Supplemental Terms

These supplemental terms apply to Customers located in the United States and prevail over conflicting terms above for such Customers.

17.1 US state privacy laws. With respect to personal information governed by the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA") and other US state privacy laws (including those of Virginia, Colorado, Connecticut, Utah, Texas and other states with comprehensive privacy statutes), KLNR acts as a "service provider" or "processor" (and not as a "third party") and Customer acts as the "business" or "controller". KLNR will process personal information solely to perform the Services under these Terms and the DPA, and will not: (a) sell or share personal information; (b) retain, use or disclose it for any purpose other than performing the Services or as otherwise permitted by the CCPA/CPRA; (c) retain, use or disclose it outside the direct business relationship; or (d) combine it with personal information from other sources except as permitted by the CCPA/CPRA. KLNR certifies that it understands and will comply with these restrictions.

17.2 Consumer-facing compliance. Where Customer makes the Services or Outputs available to US consumers, Customer is responsible for its own compliance with applicable US federal and state consumer-protection laws, including the FTC Act's prohibition on unfair or deceptive acts or practices, and for providing required disclosures, including disclosure that Outputs are AI-generated and must be independently verified.

17.3 Arbitration and class-action waiver. Dispute resolution for US Customers is governed by Section 14.4, including binding JAMS arbitration seated in San Francisco, California, the class-action and representative-action waiver, and California governing law.

17.4 US export and sanctions. Customer will comply with US export-control laws (including the Export Administration Regulations) and US economic-sanctions programs administered by OFAC, in addition to the obligations in Section 15.7.