Effective Date: December 1, 2024
These terms of use (“Terms”) are a legal agreement between you, as a current or prospective customer of KronML Inc. (“KronML”) and govern your access to and use of KronML products and services, including websites, mobile applications, software, cloud-based solutions, and other products and services (collectively, the “Services”). Certain Services may also be governed by other written agreements in place between you and KronML (any such agreement, a “Services Agreement”).
BEFORE USING THE SERVICES, PLEASE CAREFULLY REVIEW THESE TERMS AND THE KRONML PRIVACY NOTICE (“PRIVACY NOTICE”), WHICH IS INCORPORATED BY REFERENCE. AMONG OTHER IMPORTANT RIGHTS AND OBLIGATIONS, THESE TERMS EXPRESSLY (I) LIMIT OUR LIABILITY IN CERTAIN CIRCUMSTANCES AND (II) REQUIRE INDIVIDUAL ARBITRATION FOR ANY POTENTIAL LEGAL DISPUTE. BY ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE, HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY NOTICE, YOU MUST NOT ACCESS OR USE THE SERVICES. WE RECOMMEND YOU RETAIN A COPY OF THESE TERMS FOR YOUR RECORDS.
Throughout these Terms, “we,” “us,” and “our” refer to KronML, and “you,” “your,” or “yours” refer to you as an individual and, if applicable, the legal entity you represent. By accessing or using the Services on behalf of a legal entity, you represent and warrant that you are authorized to accept these Terms on behalf of such entity, and by accepting these Terms, you bind that entity to the Terms as well.
Subject to your compliance with these Terms, solely for so long as you are permitted by KronML to access and use the Services, and provided that you keep intact all copyright and other proprietary notices, you may view Content (as defined below) and you may download and print the materials that KronML specifically makes available for downloading through the Services (such as user documentation, guidelines, and other informational materials), in each case solely for informational purposes and solely for personal or internal business use.
1. ACCEPTANCE OF TERMS
KronML provides the Services to you conditioned upon your accepting all of the Terms, without modification. Your use of the Services constitutes your agreement with such Terms. We reserve the right to modify, update, or amend these Terms at any time in our sole discretion. All changes will be effective immediately upon posting of the revised Terms, and your continued use of the Services following the posting of revised Terms means that you accept and agree to those changes.
You are expected to review these Terms periodically to ensure awareness of any updates, as they are binding on you. We will either post changes at https://www.KronML.ai/terms-of-use or notify you via email. The “Effective Date” at the top of these Terms will indicate the most recent revision. If you do not agree with any modifications, your sole remedy is to discontinue using the Services.
If you create an account for access to any of the Services (“Account”), you are solely responsible for maintaining the confidentiality of your Account credentials, including your password, and for any actions that take place under your Account. You agree to notify KronML immediately if you suspect unauthorized use of your Account or any security breach. However, you remain liable for any losses suffered by KronML or any third party due to your intentional or inadvertent allowance of unauthorized access to your Account. You may not use another individual’s or entity’s Account, ID, or password without express permission or as allowed under a Services Agreement. KronML disclaims all liability for any loss or damage arising from your failure to adhere to these obligations. Registration for any Account is void if the user fails to meet the eligibility criteria or if registration is otherwise prohibited.
Your access and use of the Services, including any software provided in connection with such Services (“Software”), are subject to your agreement with the applicable Services Agreement and any terms and conditions of any applicable third party software license agreement (“Software License”) identified in the Software or on the webpage providing access to it. Use of Software requires acceptance of all terms in any applicable Software License. In the event of a conflict between the Services Agreement and the Software License, the terms of the Software License shall prevail only to the extent necessary to resolve the conflict.
2. LICENSE GRANT AND PROPRIETARY RIGHTS
Provided that you fully comply at all times with these Terms and any other policies made available to you, KronML grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for personal or internal business purposes. Except as otherwise specifically noted in these Terms, the Software, Submissions (as defined below), and all other information, content, user interfaces, graphics, registered or unregistered trademarks, logos, images, artwork, videos, and documents, and the design, structure, selection, coordination, expression, “look and feel” and arrangement of such materials, made available through the Services (collectively, the “Content”), regardless of its source or creation, is owned, controlled or licensed by or to KronML, and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights and unfair competition laws, and KronML reserves and retains all rights in and to such Content. Any reproduction, redistribution or other use or exploitation of Software in violation of any applicable Software License or in violation of any license granted under these Terms or, if applicable, under a Services Agreement, is expressly prohibited by law, and may result in civil and criminal penalties.
The KronML name, logo, product and service names, designs, and slogans are trademarks of KronML or its affiliates and licensors. You must not use such marks without prior written permission from KronML. All other trademarks, service marks, logos, trade names, or proprietary designations related to the Services, including within any Content, are the property of their respective owners. The appearance of such third-party marks does not imply any affiliation with, endorsement by, or sponsorship of KronML unless expressly stated.
Except solely as necessary for you to access the Services for the intended purpose pursuant to these Terms, you may not copy, collect, modify, create derivative works or uses of, translate, distribute, transmit, publish, re-publish, perform, display, post, download, upload, sublicense, transfer, dispose of, resell or sell the Content or any other part of the Services. Except as expressly set forth in these Terms, these Terms do not grant to you any license to any intellectual property rights or other proprietary rights, including any implied licenses or licenses granted by estoppel or otherwise.
3. INFORMATION SUBMITTED THROUGH OUR SERVICES
At KronML’s sole discretion, you may be allowed to submit content such as messages, comments, graphics, feedback, or other materials (“Submissions”) through the Services. By posting or otherwise transmitting any Submission through the Services, you agree that your Submission is non-confidential and non-proprietary. Unless explicitly agreed otherwise in writing, you hereby grant KronML a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable license to use, modify, distribute, perform, display, and otherwise exploit such Submissions in any form, media, or technology, now known or later developed, for any purpose. You also waive any moral rights in your Submissions, to the extent permitted by law.
You represent and warrant that: (1) you own or control all rights in your Submissions and have the authority to grant the rights set forth above; (2) your Submissions do not infringe on the intellectual property, privacy, or other legal rights of any third party, nor violate any applicable law or regulation; and (3) all of your Submissions do and will comply with these Terms.
KronML reserves the right to review and remove any Submission at its discretion and to terminate access to the Services for any user that KronML believes has infringed intellectual property or other third-party rights. You acknowledge that KronML may have ideas or materials already under consideration or development that are similar to your Submissions and that you are not entitled to any compensation for your Submissions.
You understand and acknowledge that you are fully responsible for any Submissions you provide, including ensuring their legality, reliability, accuracy, and appropriateness. KronML is not responsible or liable to any third party for the content, accuracy, or appropriateness of any Submissions posted by you or any other user. You agree to be fully responsible for, and to pay any and all royalties, fees, damages, and other monies owed to any person or entity by reason of any Submission you provide.
You agree that you will not, and will not allow or authorize any third party to, post Submissions containing:
We reserve the right, at our discretion, to remove, edit, or refuse any Submissions that violate these Terms or applicable laws. You remain responsible for your Submissions, including ensuring they comply with these Terms. You acknowledge that Submissions may not be monitored but may be reviewed, and KronML is not liable for any inaccuracies, errors, or omissions within them. You are also responsible for keeping backup copies of your Submissions.
By accepting these Terms, you agree to our collection, use, and disclosure of your information as outlined in our Privacy Notice. Individuals under the age of 18 are not permitted to register for an account or submit personal information to KronML or through the Services. If we become aware that we have inadvertently collected personal information from or about an individual under 18, we will take immediate action to delete that data. If you believe that we may have received information from or about a minor under 18, please contact us promptly at privacy@KronML.com, using the subject line “Child Data.”
KronML reserves the right to disclose any Submissions, and the circumstances surrounding their transmission, to any third party involved in operating or maintaining the Services, to protect KronML or its suppliers or representatives, to protect users of the Services, to comply with legal or regulatory obligations, to enforce these Terms, or for any other reason. KronML is not responsible or liable for the conduct of, or your interactions with, any other users of the Services (whether online or offline), or for any associated loss, damage, injury or harm. By using the Services, you may be exposed to Submissions that are offensive, indecent or objectionable and you agree that KronML bears no liability for such exposure.
4. REQUIRED CONDUCT WHILE USING OUR SERVICE
By using the Services, you agree to comply with all applicable laws, rules and regulations, and respect the rights and dignity of others. The following are strictly prohibited:
5. LINKS
We may provide links to third-party services, products, web pages, or other content (“Third-Party Content“) for your convenience. The inclusion of such links does not imply our endorsement, control, or affiliation with the third-party services or content. We do not guarantee the quality, accuracy, nature, ownership, or reliability of any Third-Party Content and accept no responsibility or liability for any loss or damage arising from your use of these third-party links.
Your interaction with any Third-Party Content is solely at your own risk. Once you leave our Services platform (including websites and mobile applications), please note that our Terms, including our Privacy Notice, no longer apply. We encourage you to review the terms, privacy policies, and data collection practices of any external sites you visit via links from our Services platform.
6. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES, INCLUDING ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES, IS AT YOUR SOLE RISK. ALL OF THE Services AND CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. KRONML AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. KRONML DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OR ANY CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, UNINTERRUPTED, SECURE, ERROR-FREE, VIRUS-FREE, OR FREE OF ANY OTHER HARMFUL COMPONENTS. ADDITIONALLY, WE DO NOT GUARANTEE THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, NOR THAT THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU ARE RESPONSIBLE FOR IMPLEMENTING YOUR OWN SAFEGUARDS, SUCH AS ANTI-VIRUS PROTECTION, TO PROTECT YOUR SYSTEM AND DATA.
If any applicable law does not allow for the exclusion or limitation of certain warranties, some or all of the above exclusions may not apply to you, but only to the extent required by law. In such cases, all disclaimers and exclusions will apply to the maximum extent permissible under applicable law. The disclaimers, limitations, and waivers stated in this section will survive any termination or expiration of your use of the Services.
7. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL KRONML, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY CONTENT, OR ANY RELATED PRODUCTS OR SERVICES. THIS INCLUDES, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, SYSTEM FAILURE, OR ANY OTHER PECUNIARY LOSS, EVEN IF KRONML HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL KRONML BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF KRONML AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS, YOUR USE OF THE SERVICES, OR YOUR USE OR INABILITY TO USE ANY CONTENT OR RELATED PRODUCTS OR SERVICES, EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($500) OR (II) THE AMOUNT YOU HAVE PAID TO KRONML IN CONNECTION WITH THE SERVICES DURING THE THREE- (3-) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. FURTHERMORE, TO THE EXTENT APPLICABLE STATE OR OTHER LAW DOES NOT ALLOW THE EXCLUSIONS AND LIMITATIONS SET FORTH HEREIN, SOME OR ALL OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE KRONML’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES. YOU ACKNOWLEDGE THAT THESE LIMITATIONS WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SERVICES.
8. INDEMNIFICATION
To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless KronML, its officers, directors, shareholders, successors in interest, employees, agents, subsidiaries, and affiliates, from and against any and all actual or threatened third party claims, demands, losses, damages, costs and liability, proceedings (at law or in equity) and expenses (including reasonable attorneys’ and expert fees and costs of investigation) arising out of or in connection with (a) your use of the Services, including without limitation any of your Submissions, (b) your violation of these Terms, including your breach of any covenant, representation, warranty, or provision set forth herein, including, without limitation, the obligations set forth in Section 3 (Information Submitted Through Our Services) and Section 4 (Required Conduct While Using Our Services), (c) your violation of any law or regulation or of any third party rights, including infringement, libel, misappropriation, or other violation of any third party’s intellectual property or other legal rights, or (d) the collection, use, or disclosure of any personal information by you, whether or not you had the knowledge or consent to do so.
KronML reserves the right to assume the exclusive defense and control of any matter that would otherwise be subject to indemnification by you. In such cases, you agree to cooperate with KronML in the defense of these claims and may not settle any such claim without KronML’s prior written approval.
9. SUSPENSION OR TERMINATION OF ACCESS TO OUR SERVICES
Notwithstanding of any contrary provisions in these Terms, you agree that KronML may, at its sole discretion, suspend or terminate your access to some or all of the Services, with or without prior notice, for any reason or no reason at all. This includes, but is not limited to, instances where (a) we determine that you have breached any part or the spirit of these Terms, (b) we are responding to a request from law enforcement or another governmental authority, (c) we discontinue or make significant modifications to any of the Services, or (d) due to unforeseen technical issues or complications. Upon termination, you must immediately cease use of the Services and any applicable Content. KronML shall not be liable for any loss or damage arising from the suspension or termination of your access to the Services. Provisions that by their nature should survive termination (such as those concerning limitations of liability, warranties, and intellectual property rights) shall survive any termination of these Terms. If the termination is based on a material breach of these Terms by you, KronML reserves the right to pursue all legal remedies available, including seeking damages.
10. CONTACT
If you have any questions or feedback about these Terms or the Site, feel free to contact KronML at legal@KronML.com. If you believe there’s a violation of these Terms, you can also use this email to report it. Please be aware that we do not guarantee the confidentiality of any information or identity you disclose in your report. Additionally, we are not obliged to respond to your report, nor are we bound to take any action in response.
11. CLAIMS OF COPYRIGHT INFRINGEMENT
KronML respects the intellectual property rights of others and we request that the people who use the Services do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available through the Services infringe your copyright, you (or your agent) may send KronML a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, you may send a counter-notice to KronML under applicable provisions of the DMCA. Please note that substantial penalties under U.S. copyright law may be levied against any filer of a false counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See 17 U.S.C. § 512(c)(3), available at https://www.copyright.gov/title17/92chap5.html for details. Notices and counter-notices should be sent to:
Attn: Legal / DMCA Copyright Agent
KronML Inc.
548 Market St., Ste. 86147
San Francisco, CA 94104
Email: legal@KronML.com
You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing. We encourage you to consult your legal advisor before filing a notice or counter-notice.
In accordance with the DMCA and other applicable law, KronML reserves the right to restrict access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
12. GENERAL
The Terms, and the relationship between each user and KronML, will be governed by the laws of the State of California without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Unless a Services Agreement applies, these Terms, along with the Privacy Notice, constitute the entire agreement between you and KronML with respect to your use of the Services, superseding all prior or contemporaneous communications and proposals, whether written, oral, or electronic, between you and KronML regarding the Site. If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. A party may waive its rights under these Terms only by executing a written document signed by both parties. KronML’s decision not to enforce strict performance of any part of these Terms should not be interpreted as a waiver of its right to enforce these Terms or any other provision, nor should any conduct between you and KronML or another party be considered as modifying any term of these Terms. Section headings are for convenience only and have no bearing on the interpretation or construction of these sections.
You may not transfer, assign, or delegate any of your rights or obligations under these Terms without our prior written approval. Any attempt to do without such consent will be void and unenforceable. We reserve the right to freely transfer, assign, or delegate our rights and duties under these Terms. These Terms are binding upon and for the benefit of the parties, including their respective representatives, heirs, administrators, successors, and permitted assigns. No provision of these Terms is intended for the benefit of any third party, nor do the parties intend for any provision to be enforceable by a third party. Our relationship is an independent contractor relationship, and neither these Terms nor any actions by either party may be interpreted as creating an agency or partnership relationship. Nothing in these Terms shall be construed to obligate KronML to enter into or engage with you on any commercial transaction.
If you are provided access to any Software, you acknowledge that it may be subject to regulations imposed by local laws and United States government agencies, which prohibit export or diversion of certain products or related information about products to certain countries or persons. You represent and warrant that you will not export or re-export such Software in violation of these regulations.
You acknowledge that your breach of any of the provisions of these Terms may cause KronML immediate and irreparable harm for which money damages may not be an adequate remedy. As a result, we are entitled to seek an injunction from a court of competent jurisdiction without delay and immediately upon request. We are also entitled to recover from you the costs associated with obtaining such an injunction. The exercise of our right to injunctive relief does not limit our ability to pursue or obtain any other available remedies.
You acknowledge that we will not be liable for delays, failures, or inadequate performance of the Services caused by circumstances outside of our reasonable control. This includes, but not limited to, natural disasters or other acts of God, failure of telecommunications networks, digital infrastructure or any other network or utility, cybersecurity incidents such as ransomware attacks or hacking events, interruptions or failures, as well as threatened or actual acts of terrorism or war, riots, labor strikes, or governmental acts or orders.
We provide all websites and mobile applications as part of the Services for use only by persons located in the United States. We make no claims that such websites and mobile applications or any of the content contained therein is accessible or appropriate outside of the United States. Access to such websites and mobile applications may not be legal by certain persons or in certain countries. If you access the such websites or mobile applications from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
13. ARBITRATION; CLASS ACTION WAIVER; APPLICABLE LAW
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Except for claims related to the infringement or misappropriation of KronML’s intellectual property rights (including but not limited to patents, copyrights, trademarks, or trade secrets), any and all disputes between you and KronML arising from or related to these Terms must be resolved through binding arbitration as described below. This agreement to arbitrate is intended to be interpreted broadly and includes, but is not limited to, all claims and disputes related to your use of the Services.
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND KRONML ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND KRONML 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 PROCEEDING. ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the rules of the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes, as modified by this section. For any claim where the total amount sought is $10,000 or less, the arbitration will be conducted based solely on written submissions, without a personal appearance by the parties or witnesses, unless otherwise mutually agreed. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules. Any hearing, if required, will take place in San Francisco, California unless otherwise agreed.
The arbitrator’s decision will be binding and may be entered as a judgment in any court of competent jurisdiction. If this agreement to arbitrate is found unenforceable by a court, disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in San Francisco, California. Claims related to intellectual property rights shall also be exclusively brought in such courts.
Subject to applicable jurisdictional requirements, either party may elect to pursue a dispute in a local small claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the arbitration provider but before an arbitrator has been selected, and the claim is subject to the jurisdiction of the filing party’s local small claims court, the other party can send a written notice to the opposing party and the arbitration provider requesting that the Dispute be decided in small claims court. Upon receipt of such notice, and if all outstanding arbitration service fees have been paid, the arbitration provider shall then administratively close the case. Respondent.
The laws of the State of California, excluding its conflict of law rules, govern these Terms and your use of the Services.
Subject to and without waiver of the arbitration agreement above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of San Francisco, California, or federal court for the Northern District of California.
