Terms of Service

In these Terms, the following capitalized terms have the meanings given below. Other capitalized terms are defined where they first appear.

KleonoxAI

KleonoxAI, the provider of the Services, established in Athens, Greece.

Customer

The entity or individual that has agreed to these Terms or that accesses or uses the Services, whether under a free, trial, or paid arrangement.

Services

The Mentoros platform, the merchant console, AI assistants, APIs, SDKs, documentation, support and any related products and services made available by KleonoxAI.

Order Form

A document or online ordering process referencing these Terms, executed by Customer, that specifies the Services purchased, fees, term, and other commercial terms.

Authorized Users

Customer’s employees, contractors, agents, or other personnel that Customer permits to access and use the Services on Customer’s behalf and in accordance with these Terms.

End Users

Individuals that interact with a Mentoros assistant deployed by Customer on Customer’s website, application, or other property.

Customer Content

Data, text, files, prompts, knowledge base content, product catalogs, configuration, and other materials submitted to the Services by or on behalf of Customer or its End Users.

Outputs

Content generated by the Services in response to inputs, prompts, or Customer Content, including assistant responses and analytical results.

Documentation

The technical and product documentation made available by KleonoxAI for the Services.

Confidential Information

Non-public information disclosed by one party to the other that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

The Services are intended for use by businesses and other organizations. Customer represents that the individual accepting these Terms has the authority to bind Customer, that Customer is legally capable of entering into a binding contract, and that Customer is not barred from using the Services under any applicable law.

Customer may permit Authorized Users to access the Services on Customer\u2019s behalf. Customer is responsible for the acts and omissions of its Authorized Users and for ensuring their compliance with these Terms and any applicable Order Form. Customer must keep account credentials confidential and notify KleonoxAI promptly of any suspected unauthorized access or use.

Subject to these Terms and any applicable Order Form, KleonoxAI grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription or evaluation term, solely for Customer\u2019s internal business purposes.

We may modify, enhance, or discontinue features of the Services from time to time. Where a change materially reduces core functionality of a purchased Service, we will use commercially reasonable efforts to provide prior notice, unless earlier action is required for security, legal, or operational reasons.

Customer is responsible for the matters described below in connection with its use of the Services.

Account security

Maintaining the confidentiality of credentials, access tokens, and API keys, and promptly notifying KleonoxAI of any suspected unauthorized access or use.

Authorized Users

Ensuring that all Authorized Users comply with these Terms and any applicable Order Form, and remaining responsible for their acts and omissions.

Customer Content

Ensuring that Customer has all rights necessary to submit Customer Content to the Services and that such submission and processing comply with applicable law.

Lawful notices and consents

Providing appropriate privacy notices to End Users and obtaining all consents required under applicable law for the deployment and operation of the Services on Customer’s properties.

Deployment configuration

Configuring prompts, content sources, workflow boundaries, review processes, and access controls in a manner appropriate to Customer’s use case, regulatory environment, and operational requirements.

Compliance

Using the Services in compliance with these Terms, the Documentation, the applicable Order Form, and all applicable laws and regulations.

Customer may not use the Services, and may not permit any Authorized User or End User to use the Services, in a manner that:

• Violates any applicable law, regulation, or third-party right, including intellectual property, privacy, publicity, or contract rights.
• Infringes, misappropriates, or otherwise violates the intellectual property or proprietary rights of any third party.
• Generates, transmits, or distributes content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable.
• Attempts to gain unauthorized access to the Services, other accounts, or any related systems or networks, or interferes with their integrity, performance, or security.
• Introduces malware, viruses, worms, or any other malicious or harmful code.
• Reverse engineers, decompiles, disassembles, or otherwise attempts to derive the source code, models, weights, or underlying technology of the Services, except to the extent expressly permitted by applicable law.
• Uses the Services to develop, train, or improve a competing product or service.
• Resells, sublicenses, or otherwise makes the Services available to third parties outside the scope of an authorized deployment.
• Collects, processes, or discloses personal data, confidential information, or regulated data through the Services in violation of applicable law or without appropriate authorization.
• Uses the Services to make decisions that produce legal effects or similarly significant effects on individuals without appropriate human review and lawful basis.
• Circumvents or attempts to circumvent any access controls, usage limits, rate limits, or technical protection measures.

KleonoxAI may investigate suspected violations of this Section and may suspend or restrict access to the Services where reasonably necessary to protect the Services, KleonoxAI, its customers, or third parties.

Nature of AI Outputs

• Outputs are generated by probabilistic AI systems and may be inaccurate, incomplete, outdated, or otherwise unsuitable for a particular purpose.
• Outputs may not be unique. Similar or identical Outputs may be generated for other users or customers due to the probabilistic nature of AI systems.
• Customer is responsible for reviewing Outputs prior to relying on them, particularly in contexts that may have legal, financial, medical, safety, employment, or similarly significant consequences.
• The Services are not intended for, and must not be used as, the sole basis for decisions that produce legal effects or similarly significant effects on individuals without appropriate human review and lawful basis.

High-risk and prohibited use cases

Without limiting Section 5, the Services must not be used as the sole basis for, and should be deployed only with appropriate human oversight and lawful basis in connection with, the following categories of use case:

• medical diagnosis, treatment, or other regulated healthcare decisions;
• legal advice or the practice of law;
• financial advice, lending, credit, or insurance underwriting decisions;
• employment, education, or housing eligibility decisions;
• safety-critical systems, including the operation of vehicles, industrial equipment, or critical infrastructure;
• any use prohibited by applicable law or by the relevant terms of any third-party AI provider used to deliver the Services.

Use of Customer Content for model training

KleonoxAI does not use Customer Content or End User Content to train foundation models except where expressly disclosed, contractually permitted, and affirmatively authorized by Customer.

Third-party AI providers

The Services may be delivered using third-party AI model providers. Our arrangements with such providers are intended to include appropriate confidentiality, security, and data protection obligations.

As between the parties, Customer retains all right, title, and interest in and to Customer Content. Customer is solely responsible for Customer Content, including its accuracy, legality, and appropriateness for use with the Services.

Customer grants KleonoxAI a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Content solely as necessary to provide, secure, maintain, and support the Services, to perform backups, to comply with legal obligations, to prevent or address abuse or security issues, and as otherwise permitted by the applicable agreement and the Privacy Policy.

Customer represents and warrants that it has all rights, consents, and authorizations necessary to grant the foregoing license and to make Customer Content available through the Services.

As between KleonoxAI and Customer, and subject to Customer\u2019s compliance with these Terms and applicable law, KleonoxAI assigns to Customer any right, title, and interest KleonoxAI may have in Outputs generated specifically for Customer through the Services, excluding KleonoxAI technology, models, software, aggregated data, and other underlying intellectual property, which remain the property of KleonoxAI or its licensors.

Customer is solely responsible for evaluating the accuracy, completeness, and suitability of Outputs for any particular purpose and for ensuring that any use or distribution of Outputs complies with applicable law and third-party rights.

The Services may interoperate with, or rely on, third-party products, services, or platforms (including AI model providers, hosting providers, and customer systems). Those third-party services are governed by their own terms and privacy practices. KleonoxAI is not responsible for the acts, omissions, or performance of third-party providers, and the availability of any third-party service may be modified, suspended, or discontinued at any time.

Fees, billing cadence, usage metrics, payment terms, renewal terms, and any applicable commercial commitments are set out in the applicable Order Form, pricing page, or other commercial documentation made available by KleonoxAI. Where Customer purchases Services under a signed commercial agreement, that agreement controls.

General payment terms

• All fees are payable in the currency stated on the applicable Order Form or invoice and are due in accordance with the payment terms specified there.
• Unless expressly stated otherwise, fees are exclusive of taxes, duties, and similar government charges, which Customer is responsible for paying.
• Customer must notify KleonoxAI in writing of any good-faith dispute regarding an invoice within thirty (30) days of the invoice date; undisputed amounts remain payable when due.
• KleonoxAI may suspend or limit access to the Services for failure to pay undisputed amounts when due, after providing reasonable notice and a reasonable opportunity to cure.
• Except as expressly stated in an applicable Order Form or as required by applicable law, fees are non-cancellable and non-refundable.

KleonoxAI may, at its discretion, offer trial, pilot, evaluation, or promotional access to certain Services. Any such access may be subject to additional terms, limited functionality, usage caps, or defined evaluation periods communicated at the time of the offer. Trial, pilot, and evaluation Services are provided "as is" and without warranty, and KleonoxAI may modify or discontinue them at any time.

Term and renewal

The term of each Service, including any renewal mechanics, is set out in the applicable Order Form or other commercial documentation. In the absence of an Order Form, these Terms apply for so long as Customer accesses or uses the Services.

Termination by Customer

Customer may terminate its use of the Services in accordance with the applicable Order Form. Termination of any signed commercial agreement is governed by that agreement.

Suspension and termination by KleonoxAI

KleonoxAI may suspend or terminate Customer\u2019s access to all or part of the Services, in whole or in part, in the event of:

• A material breach of these Terms or an applicable Order Form that is not cured within a reasonable period after notice;
• Non-payment of undisputed fees that is not cured within a reasonable period after notice;
• Use of the Services that creates a security, legal, or operational risk to KleonoxAI, its customers, or third parties; or
• Where required by applicable law or by an order of a competent authority.

Effect of termination

Upon expiration or termination of these Terms or an applicable Order Form:

• Customer’s right to access and use the Services will cease.
• KleonoxAI may delete Customer Content in accordance with the applicable Order Form, the Data Processing Agreement (where applicable), and the Documentation, subject to legal retention requirements.
• Any fees accrued prior to the effective date of termination remain payable.

Survival

Sections relating to fees, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and any other provisions that by their nature should survive termination will survive expiration or termination of these Terms.

KleonoxAI\u2019s processing of personal data in connection with the Services is described in the Privacy Policy, which is incorporated into these Terms by reference.

Where KleonoxAI processes personal data on behalf of Customer in connection with Customer\u2019s deployment of the Services, KleonoxAI acts as a processor and Customer acts as a controller, as further described in the Privacy Policy and, where applicable, in a Data Processing Agreement made available by KleonoxAI.

Customer is responsible for providing all required notices to End Users, obtaining all consents required under applicable law, and configuring the Services in a manner consistent with its legal obligations.

Each party may receive Confidential Information of the other party in connection with the Services. The receiving party will use the disclosing party\u2019s Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms and will not disclose it to any third party except to its employees, contractors, advisors, or affiliates that have a need to know and that are bound by confidentiality obligations no less protective than those in these Terms.

Each party will protect the other party\u2019s Confidential Information using at least reasonable care and no less than the care it uses to protect its own similar information. Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was lawfully known to the receiving party without confidentiality obligations, is independently developed without use of the disclosing party\u2019s Confidential Information, or is rightfully received from a third party without confidentiality obligations.

A party may disclose Confidential Information to the extent required by law or by a competent authority, provided that, to the extent legally permitted, it gives the disclosing party reasonable advance notice and cooperates in any efforts to limit or contest such disclosure.

KleonoxAI and its licensors retain all right, title, and interest in and to the Services, including all software, models, weights, algorithms, interfaces, Documentation, trademarks, and all related intellectual property rights. No rights are granted to Customer other than those expressly set out in these Terms or in an applicable Order Form.

Customer may, but is not required to, provide suggestions, ideas, or feedback regarding the Services ("Feedback"). Customer grants KleonoxAI a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Feedback for any lawful purpose, without any obligation or compensation to Customer.

KleonoxAI may collect, generate, and use technical, statistical, and aggregated data derived from the operation of the Services for purposes such as monitoring, capacity planning, security, analytics, and improvement of the Services, provided that such data does not identify Customer, Authorized Users, or End Users.

Except as expressly stated in these Terms or in an applicable Order Form, the Services and all Outputs are provided "as is" and "as available". To the maximum extent permitted by applicable law, KleonoxAI disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and uninterrupted or error-free operation.

KleonoxAI does not warrant that the Services will meet Customer\u2019s requirements, that operation of the Services will be uninterrupted or error-free, or that any Output will be accurate, complete, current, or suitable for any particular purpose.

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data, arising out of or in connection with these Terms or the Services, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, each party\u2019s total aggregate liability arising out of or in connection with these Terms and the Services will not exceed the greater of (i) the fees paid or payable by Customer to KleonoxAI for the Services giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim, or (ii) one hundred euros (\u20ac100).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or, where applicable, death or personal injury caused by negligence.

Customer will defend, indemnify, and hold harmless KleonoxAI and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to (a) Customer Content, (b) Customer\u2019s use of the Services in breach of these Terms or applicable law, (c) Customer\u2019s deployment of the Services to End Users, including any failure to provide required notices or obtain required consents, or (d) any claim that Customer\u2019s use of the Services infringes or misappropriates the rights of a third party.

KleonoxAI may, at Customer\u2019s expense, assume the exclusive defense and control of any matter subject to indemnification by Customer. Customer will cooperate with KleonoxAI\u2019s defense of any such claim. Reciprocal or alternative indemnification obligations, where agreed, are set out in the applicable signed commercial agreement.

The governing law and the venue or forum for resolution of disputes arising out of or in connection with these Terms will be specified in the applicable signed commercial agreement. In the absence of such an agreement, the parties will, in good faith, agree on appropriate governing law and dispute resolution mechanisms before any binding adjudication, and nothing in these Terms limits any mandatory rights of consumers or other protections that cannot be waived under applicable law.

KleonoxAI may update these Terms from time to time. The updated Terms will be posted on our website with a revised "Last updated" date. Where required by applicable law or by an applicable signed commercial agreement, KleonoxAI will provide additional notice of material changes.

Customer\u2019s continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms, to the extent permitted by applicable law.

Entire agreement

These Terms, together with any applicable Order Form, Data Processing Agreement, Service Level Agreement, or other written agreement between the parties, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements and understandings on that subject.

Assignment

Customer may not assign these Terms or any rights or obligations hereunder without KleonoxAI’s prior written consent. KleonoxAI may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Relationship of the parties

Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties.

No third-party beneficiaries

These Terms do not confer any rights or remedies on any person or entity other than the parties and their permitted successors and assigns.

Notices

Notices to KleonoxAI under these Terms must be sent in writing to the contact details set out in Section 22. Notices to Customer may be sent to the address or email associated with Customer’s account.

Force majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labor disputes, governmental action, or failures of telecommunications or internet service providers.

Severability and waiver

If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in effect. Failure to enforce any provision is not a waiver of any right to do so later.

Export and trade compliance

Customer may not access or use the Services in violation of applicable export control, sanctions, or trade compliance laws, and represents that it is not located in, and will not provide access to the Services to any person located in, a jurisdiction subject to comprehensive sanctions.

Questions or notices regarding these Terms may be directed to KleonoxAI using the channels below.