Agreement Formation

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Qarbona Solutions Pvt. Ltd., an Indian private limited company ("Company," "we," "us," or "our"), governing your access to and use of the Kenome platform and services. By accessing, using, or registering for our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

Authority and Capacity

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use our platform.

Age and Legal Requirements

You must be at least 18 years of age to use our services. By using our platform, you represent that you meet this age requirement and have the legal capacity to enter into binding agreements.

Indian Legal Framework

This Agreement is an electronic record in terms of the Indian Information Technology Act, 2000, and rules thereunder, including the Information Technology (Intermediaries Guidelines) Rules, 2011, and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.

Core Platform Terms

• "Kenome Platform" or "Platform" means the AI-powered enterprise automation and knowledge access platform operated by Qarbona Solutions Pvt. Ltd., including all associated software, applications, integrations, and services.
• "Services" means all products, features, applications, services, technologies, and functionalities offered through the Kenome Platform, including AI agents, workflow automation, knowledge management, and integration capabilities.
• "Customer Data" means all data, content, files, information, and materials provided by or on behalf of Customer to the Platform, including any data processed through integrations with Customer's third-party applications.

User Classifications

• "Authorized Users" means individuals authorized by Customer to access and use the Platform on Customer's behalf, subject to the user limits specified in the applicable subscription plan.
• "Administrator" means the Customer representative designated with administrative privileges to manage the Customer's account, user access, and platform configuration.

Technical Terms

• "Model Context Protocol (MCP)" means the standardized protocol used by the Platform for real-time data access and integration with Customer's applications and data sources.
• "AI Agent" means an automated software entity created and configured within the Platform to perform specific tasks, workflows, or knowledge processing functions.
• "Integration" means the connection between the Platform and Customer's third-party applications, services, or data sources to enable data access and workflow automation.

Platform Functionality

Kenome provides an enterprise-grade AI platform that enables organizations to build, deploy, and manage AI agents and automated workflows through a visual, no-code/low-code interface. The Platform connects to Customer's existing applications and data sources to provide unified knowledge access and intelligent automation capabilities.

Core Features

The Platform includes but is not limited to:

1. AI agent creation and management tools
2. Visual workflow builder with drag-and-drop functionality
3. Enterprise application integrations through pre-built and custom connectors
4. Real-time data access via Model Context Protocol (MCP)
5. Knowledge management and retrieval-augmented generation (RAG) capabilities
6. Template library for rapid deployment

Service Delivery Model

The Services are provided on a Software-as-a-Service (SaaS) basis, hosted on secure cloud infrastructure with enterprise-grade security controls. Customer accesses the Platform through web-based interfaces and APIs, with data processing occurring in accordance with applicable data protection regulations.

Third-Party Integrations

The Platform enables integration with third-party applications and services ("Connected Applications") to facilitate data access and workflow automation. Customer acknowledges that use of Connected Applications is subject to the separate terms and conditions of those third-party providers.

Account Creation

To access the Platform, Customer must create an account by providing accurate, complete, and current registration information. Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under Customer's account.

User Management

Customer may authorize individual users to access the Platform subject to the user limits specified in Customer's subscription plan. Customer is responsible for each Authorized User's compliance with these Terms and for managing user access permissions and security.

Account Security

Customer must:

• Maintain secure passwords and access credentials
• Promptly notify us of any unauthorized access or security breach
• Implement appropriate access controls for Authorized Users
• Comply with applicable security requirements and best practices

Account Verification

We may require verification of Customer's identity and business credentials as part of the registration process or ongoing compliance requirements. Customer agrees to provide accurate information and documentation as reasonably requested.

Permitted Use

Customer may use the Platform solely for legitimate business purposes in accordance with these Terms and applicable laws. The Platform is designed for enterprise use and may not be used for personal, non-commercial, or consumer purposes unless specifically authorized.

Prohibited Activities

Customer shall not, and shall not permit Authorized Users to: (a) violate any applicable laws, regulations, or third-party rights; (b) use the Platform to develop competing products or services; (c) attempt to reverse engineer, decompile, or disassemble any part of the Platform; (d) interfere with or disrupt the Platform's operation or security; (e) transmit malware, viruses, or other harmful code; or (f) engage in any activity that could damage our reputation or business.

AI-Specific Restrictions

Customer shall not use the Platform's AI capabilities to:

• Generate content that is illegal, harmful, discriminatory, or offensive.
• Impersonate individuals or entities without authorization.
• Create or distribute misleading or deceptive information.
• Violate intellectual property rights.
• Circumvent safety measures or content filters implemented in the AI systems.

Content Standards

Customer is responsible for ensuring that all Customer Data and content processed through the Platform complies with applicable laws and regulations, including data protection, privacy, and content standards. Customer warrants that it has all necessary rights and permissions to use and process such data through the Platform.

Export Controls and Sanctions

Customer acknowledges that the Platform may be subject to export control laws and regulations. Customer shall not access or use the Platform from countries or regions subject to comprehensive sanctions or export restrictions, and shall not provide access to individuals or entities on prohibited party lists.

Subscription Terms

The Platform is offered through various subscription plans with different features, user limits, and pricing as specified in our current pricing documentation. Customer's subscription begins on the effective date specified in the order form or subscription confirmation and continues for the specified term.

Fees and Payment

Customer agrees to pay all fees associated with the selected subscription plan in accordance with the payment terms specified at the time of subscription. All fees are quoted and payable in Indian Rupees (INR) unless otherwise specified, and are exclusive of applicable taxes, duties, and government charges.

Billing and Payment Terms

Subscription fees are billed in advance on a recurring basis (monthly or annually) as specified in Customer's subscription plan. Payment is due within the payment terms specified in the invoice, typically within 30 days of the invoice date. Customer authorizes us to charge the designated payment method for all applicable fees.

Late Payments and Suspension

If Customer fails to pay amounts when due, we may:

• Charge interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.
• Suspend access to the Platform after providing reasonable notice.
• Terminate the subscription in accordance with these Terms.

Customer remains liable for all unpaid fees and collection costs.

Fee Changes

We may modify subscription fees upon reasonable notice, typically 30 days in advance. Fee changes will take effect at the beginning of the next subscription renewal period. Customer may terminate the subscription before the fee change takes effect if it does not agree to the new fees.

Taxes and Compliance

Customer is responsible for all applicable taxes, including but not limited to goods and services tax (GST), value-added tax (VAT), and any withholding taxes, except for taxes based on our net income. Customer agrees to provide necessary tax information and compliance documentation as required by applicable law.

Data Ownership and Rights

Customer retains all rights, title, and interest in Customer Data. Customer grants us a limited license to process Customer Data solely as necessary to provide the Services and in accordance with Customer's instructions and applicable law.

Data Processing Principles

We process Customer Data in accordance with our Privacy Policy and applicable data protection laws, including the Digital Personal Data Protection Act, 2023, and GDPR where applicable. We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, or disclosure.

Model Context Protocol and Real-Time Access

The Platform uses Model Context Protocol (MCP) to provide real-time access to Customer's data sources and applications. We do not duplicate Customer Data except where necessary for specific integrations or as explicitly authorized by Customer. All data access occurs through secure, authenticated connections.

Data Retention and Deletion

We retain Customer Data only for as long as necessary to provide the Services or as required by applicable law. Upon termination of the subscription, we will delete or return Customer Data in accordance with our data retention policy and applicable legal requirements.

Cross-Border Data Transfers

Customer Data may be processed and stored in data centers located in various countries. We implement appropriate safeguards for international data transfers, including standard contractual clauses and adequacy decisions where applicable.

Data Subject Rights

We assist Customer in responding to data subject requests under applicable data protection laws, including rights of access, correction, deletion, and data portability. Customer is responsible for verifying the identity of data subjects and determining the appropriate response to such requests.

AI Model Usage and Limitations

The Platform incorporates various AI models and technologies to provide intelligent automation and knowledge processing capabilities. Customer acknowledges that AI-generated outputs may not always be accurate, complete, or suitable for all purposes, and should be reviewed and validated before use in critical applications.

Training Data and Model Development

We do not use Customer Data to train AI models or improve our underlying AI capabilities. All AI model training occurs using publicly available datasets or specifically licensed training data that does not include Customer Data. Customer Data is used solely to provide the requested Services.

AI Output Ownership and Responsibility

Customer owns the output generated by AI models when using the Platform, subject to the rights we retain in our underlying technology and models. Customer is responsible for reviewing, validating, and determining the appropriate use of AI-generated content.

AI Safety and Content Filtering

We implement reasonable safety measures and content filtering to prevent the generation of harmful, illegal, or inappropriate content. However, Customer remains responsible for ensuring that AI-generated content complies with applicable laws and Customer's own content standards.

Third-Party AI Services

The Platform may utilize third-party AI services and models to provide certain capabilities. Use of such third-party services is subject to the applicable terms and conditions of those providers, and we disclaim responsibility for the performance or availability of third-party AI services.

AI Transparency and Explainability

We strive to provide reasonable transparency about the AI models and processes used in the Platform. However, certain aspects of AI model functionality may not be fully explainable due to the nature of machine learning technologies.

Platform Ownership

We retain all rights, title, and interest in the Kenome Platform, including all software, technology, algorithms, models, documentation, and related intellectual property. Customer receives only the limited rights expressly granted in these Terms.

License Grant to Customer

Subject to these Terms, we grant Customer a non-exclusive, non-transferable, revocable license to access and use the Platform during the subscription term solely for Customer's internal business purposes. This license does not include any right to distribute, resell, or sublicense the Platform.

Customer Data Rights

Customer retains all rights in Customer Data and grants us only the limited rights necessary to provide the Services. We do not claim any ownership rights in Customer Data, except for any improvements to our technology that are developed independently of Customer Data.

Feedback and Suggestions

Customer may provide feedback, suggestions, or recommendations regarding the Platform. Customer grants us a perpetual, irrevocable, royalty-free license to use such feedback to improve our products and services, provided that such use does not identify Customer without consent.

Third-Party Rights

Customer warrants that its use of the Platform and Customer Data does not infringe the intellectual property rights of any third party. Customer agrees to defend and indemnify us against any claims of intellectual property infringement arising from Customer Data or Customer's use of the Platform.

Trademark Usage

Customer grants us permission to use Customer's name and logo in our customer lists and marketing materials during the term of this Agreement. We agree to discontinue such use upon termination or Customer's written request with reasonable notice.

Service Level Commitments

We strive to maintain high availability and performance standards for the Platform. Specific service level agreements (SLAs) may be provided separately for enterprise customers and will govern availability commitments and remedies.

Maintenance and Updates

We may perform scheduled maintenance, updates, and upgrades to the Platform. We will provide reasonable advance notice of planned maintenance that may affect Platform availability. Emergency maintenance may be performed without advance notice.

Support Services

We provide technical support for the Platform in accordance with our standard support policies. The level of support provided depends on Customer's subscription plan and may include documentation, email support, and dedicated support channels for enterprise customers.

Third-Party Dependencies

The Platform may depend on third-party services and infrastructure. We are not responsible for service interruptions or performance issues caused by third-party providers, but will use reasonable efforts to minimize the impact of such issues.

Beta and Preview Features

We may offer beta, preview, or experimental features as part of the Platform. Such features are provided "as is" without warranties and may be modified or discontinued at any time. Customer uses beta features at its own risk.

Service Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SECURITY.

AI-Specific Disclaimers

WE MAKE NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUTS. CUSTOMER ACKNOWLEDGES THAT AI TECHNOLOGIES ARE RAPIDLY EVOLVING AND THAT OUTPUTS MAY CONTAIN ERRORS, BIASES, OR INACCURACIES. CUSTOMER IS SOLELY RESPONSIBLE FOR VALIDATING AND DETERMINING THE SUITABILITY OF AI-GENERATED CONTENT.

Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Data Loss and Security

WHILE WE IMPLEMENT REASONABLE SECURITY MEASURES, WE CANNOT GUARANTEE THE ABSOLUTE SECURITY OF CUSTOMER DATA OR THE PLATFORM. CUSTOMER IS RESPONSIBLE FOR IMPLEMENTING APPROPRIATE BACKUP AND SECURITY MEASURES FOR ITS DATA.

Business Interruption

WE ARE NOT LIABLE FOR ANY BUSINESS INTERRUPTION, LOST PROFITS, OR COMMERCIAL LOSSES ARISING FROM THE USE OF OR INABILITY TO USE THE PLATFORM. CUSTOMER ACKNOWLEDGES THAT INTERNET-BASED SERVICES MAY EXPERIENCE INTERRUPTIONS AND PERFORMANCE VARIATIONS.

Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government actions, or failures of third-party services. During such events, we will use reasonable efforts to minimize service disruptions.

Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Customer's use of the Platform
• Customer Data or any content provided by Customer
• Customer's violation of these Terms
• Customer's violation of any applicable laws or regulations
• any claims that Customer Data infringes third-party intellectual property rights.

Company Indemnification

We will defend, indemnify, and hold Customer harmless from and against any claims alleging that the Platform infringes a third-party patent, copyright, or trademark, provided that:

• Customer promptly notifies us of the claim
• Customer grants us sole control of the defense and settlement
• Customer provides reasonable cooperation. Our obligations under this section do not apply to claims arising from Customer's modification of the Platform or use in combination with third-party products.

Indemnification Procedures

The party seeking indemnification must:

• promptly notify the indemnifying party of the claim
• grant the indemnifying party sole control of the defense and settlement
• provide reasonable cooperation in the defense.

The indemnifying party may not settle any claim that requires the indemnified party to admit fault or pay money without the indemnified party's consent.

Remedies for Infringement Claims

If the Platform becomes subject to an infringement claim, we may, at our option:

• obtain the right for Customer to continue using the Platform
• modify the Platform to avoid infringement
• terminate the affected portion of the Services and refund prepaid fees for the terminated portion

Term

This Agreement commences on the Effective Date and continues until terminated in accordance with these Terms. Individual subscriptions have specific terms as set forth in the applicable order form or subscription documentation.

Termination for Convenience

Either party may terminate this Agreement or any subscription with thirty (30) days' written notice, subject to any minimum term commitments. Customer remains responsible for all fees incurred through the end of the then-current billing period.

Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice
• becomes insolvent or files for bankruptcy
• ceases business operations

We may also suspend or terminate Customer's access for violations of the Acceptable Use policy.

Effect of Termination

Upon termination:

• Customer's access to the Platform will cease
• we will delete or return Customer Data in accordance with our data retention policy
• Customer must pay all outstanding fees
• the provisions that by their nature should survive will continue in effect

We may provide a reasonable transition period for data export

Data Export and Transition

Upon reasonable request and subject to technical feasibility, we will assist Customer in exporting Customer Data during a transition period following termination. Customer is responsible for exporting its data before the end of the transition period.

Survival

The following sections survive termination: Definitions, Intellectual Property Rights, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and General Provisions. All accrued payment obligations also survive termination.

Indian Regulatory Compliance

This Agreement and the Services are subject to Indian laws and regulations, including but not limited to the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and related rules and regulations. We implement reasonable measures to ensure compliance with applicable Indian data protection and cybersecurity requirements.

Global Data Protection Compliance

The Platform is designed to support Customer's compliance with applicable data protection laws, including GDPR, CCPA, and other international privacy regulations. We provide data processing agreements and other documentation to support Customer's compliance obligations.

Security Standards and Certifications

We are working toward obtaining industry-standard security certifications, including SOC 2 Type II, ISO 27001, and other relevant compliance frameworks. While these certifications are in progress, we implement security controls and practices consistent with these standards.

Healthcare and Financial Services

If Customer operates in regulated industries such as healthcare or financial services, additional compliance requirements may apply. Customer is responsible for ensuring that its use of the Platform complies with industry-specific regulations such as HIPAA, PCI DSS, or applicable financial services regulations.

Export Controls and Trade Sanctions

Customer acknowledges that the Platform may be subject to export control laws and trade sanctions. Customer agrees not to use the Platform in violation of such laws and not to provide access to individuals or entities subject to trade sanctions.

Audit and Compliance Monitoring

We may conduct periodic audits and compliance assessments to ensure adherence to applicable laws and regulations. Customer agrees to cooperate with reasonable compliance requests and to implement necessary remedial measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. The Information Technology Act, 2000, and other applicable Indian technology and data protection laws shall apply to the interpretation and enforcement of this Agreement.

Jurisdiction and Venue

Subject to the arbitration provisions below, the courts of New Delhi, India, shall have exclusive jurisdiction over any disputes arising from or related to this Agreement. Both parties consent to the personal jurisdiction of such courts and waive any objections to venue.

Dispute Resolution Process

Before initiating formal legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations. If a dispute cannot be resolved through negotiations within sixty (60) days, either party may pursue arbitration or litigation as provided herein.

Arbitration

For disputes involving amounts exceeding INR 10,00,000 (ten lakh rupees), either party may elect to resolve the dispute through binding arbitration conducted in accordance with the Arbitration and Conciliation Act, 2015. The arbitration shall be conducted in New Delhi, India, with proceedings in English.

Class Action Waiver

Customer agrees that any dispute resolution proceedings will be conducted only on an individual basis and not as part of a class, consolidated, or representative action. This waiver applies to both arbitration and litigation proceedings.

Emergency Relief

Notwithstanding the dispute resolution provisions above, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property rights or confidential information.

Entire Agreement

This Agreement, together with our Privacy Policy and any applicable order forms or subscription documentation, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals. Any modifications must be in writing and signed by both parties.

Assignment

Customer may not assign this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement or any rights hereunder in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the intent of the original provision.

Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision. No waiver shall be effective unless in writing and signed by the party making the waiver.

Independent Contractors

The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other party or make commitments on behalf of the other party.

Notices

All notices required under this Agreement must be in writing and delivered to the addresses specified in the contact information section. Notices may be delivered by email, registered mail, or other reliable means with proof of delivery. Notices are effective upon receipt.

Language and Translation

This Agreement is written in English. Any translation provided is for convenience only, and the English version shall control in case of any conflict.

Updates and Modifications

We may update these Terms from time to time to reflect changes in our services, applicable law, or business practices. We will provide reasonable notice of material changes and will post updated Terms on our website. Continued use of the Platform after such changes constitutes acceptance of the modified Terms.

Company Information

Legal Entity: Qarbona Solutions Pvt. Ltd.
Platform: Kenome
Website: www.kenome.ai

Contact Details

Primary Contact:
Achintya Gupta
Email: achintya.gupta@kenome.ai
Phone: +91 9220711290

General Inquiries:
Email: connect@kenome.ai

Legal and Compliance Matters

For legal notices, compliance inquiries, or formal communications regarding this Agreement, please contact us at: connect@kenome.ai

Data Protection and Privacy

For data protection inquiries, privacy concerns, or data subject requests, please contact our Data Protection Officer at: connect@kenome.ai

Support and Technical Issues

For technical support, platform issues, or general customer service: connect@kenome.ai