Terms of service
Introduction
Welcome to www.katanamrp.com. These Terms of Service contain the terms and conditions that govern the use of our Platform (as defined below) and Katana Services (as defined below) and all content, services and/or products available on or through the Platform.
The Katana Services are offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at www.katanamrp.com/privacy-policy), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Katana Services (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Katana (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE KATANA SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE KATANA SERVICES.
Katana may, in its sole discretion, elect to suspend or terminate access to, or use of the Katana Services to anyone who violates these Terms.
The original language of these Terms is English.
Katana may make available translations of these Terms for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
1. Definitions
Account – the primary means for accessing and using the Katana Services, subject to payment of Fees as designated in the selected Plan and these Terms;
Authorization – the set of rights and privileges on the Web Site assigned to a User by a Client;
Billing Commitment – means interval of payments for any Plan for which Fees are charged under the terms of the Plan. Billing Commitment can be monthly, quarterly, annually or as agreed separately in writing between the parties. In this Agreement:
(a) any reference to a monthly Billing Commitment means consecutive calendar monthly intervals, with the first monthly interval commencing on the Plan activation date and ending on the last day of the month in which the Plan activation date occurs;
(b) any reference to quarterly Billing Commitment means three (3) consecutive month intervals, with the first quarterly Billing Commitment interval commencing on the Plan activation date and ending on the date immediately prior to the date that is three months following such Plan activation date; provided that, where the Plan activation date occurs on the last day of a calendar month (or on a date of the month not occurring in a subsequent month), the applicable quarterly Billing Commitment shall end on the last day of the third calendar month thereafter, and in no event shall a quarterly Billing Commitment period extend beyond such third calendar month; and
(c) any reference to annual Billing Commitment means twelve (12) consecutive month intervals, with the first annual Billing Commitment interval commencing on the Plan activation date and ending on the date immediately prior to the date that is twelve (12) months following such Plan activation date, provided that, where any annual Billing Commitment interval begins or ends on the last day of February in any year, the Billing Commitment interval will be deemed to begin or end on the last day of February in all years;
Client, you or your – a natural or legal person who has accepted these Terms with Katana;
Client Data – all data, information, records, content and materials, in any form or medium, that are (a) submitted, uploaded, transmitted, imported or otherwise made available to the Katana Services or the System by or on behalf of the Client (including by its Users or relating to Products, Materials, Orders or customers associated with the Client), or (b) generated through the Client’s use of the Katana Services, in each case including any data relating to the Client’s users, products, materials, orders, files and other digital content;
Content – any data, information, records, content and materials available through Katana Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;
Fee – amounts payable to Katana for access to or use of the Katana Services, Special Services and/or Value Packs;
Files – documents of any kind (images, spreadsheets, text files, etc.) that are inserted to the System by the Client;
Free Plan – ongoing Fee-free access to a limited version of the Katana Services, with feature or usage restrictions, subject to these Terms.
Guidelines – additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Katana Services;
Katana Materials – the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Katana Services;
Katana Services – the Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform;
Legacy Plans – previous Plans offered by Katana to Clients that are retired or no longer offered by Katana after the effective date of these Terms, including, without limitation, Starter Plans, Standard Plans, Professional Plans or Professional Plus Plans;
Location – Client’s physical warehouse or other location where its inventory is stored or managed;
Plans –subscription service plans that specifies the applicable features, functionality, usage limits, service levels and other terms governing the Client’s access to and use of the Katana Services, as set out in the applicable Plan terms as made available on the Web Site or otherwise agreed to in writing between Client and Katana;
Platform – the Katana production and inventory management platform;
Sales Order – a written or electronic order for a request to purchase specified goods or services that is marked or otherwise identified as having the status of ‘delivered’ in the Platform, regardless of whether or not such order is subsequently accepted, rejected, cancelled, rescinded, altered, changed or otherwise modified in any manner;
Special Service – any service that is provided by Katana in addition to or separately from Katana Services and is agreed in writing between Katana and Client by Special Terms describing the Special Service in addition to Katana general Terms of Service. For avoidance of doubt, the Katana general Terms of Service also apply to Katana Special Services, and to the extent of any conflict between these Terms and the written terms of any Special Service as agreed between Katana and the Client, such Special Service terms shall prevail;
Special Terms – any particulars, specifications and conditions by which the parties have agreed, in writing, to supplement or deviate from these Terms;
Katana, we, us or our – Katana Technologies OÜ, a private limited company established under the laws of the Republic of Estonia, having its principal place of business at Peetri 7, Tallinn, 10415, Estonia, and registered in Estonian Commercial Register under code 14239650;
System – the integrated cloud computing solution for providing the Katana Services, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
User – a natural person, artificial intelligence, automated agents, bots, or other software that mimics a natural person that is granted with the Authorization to use the Account on behalf of a Client;
Value Pack – additional features, functions, capabilities (also known as “modules“ and/or
“Add-On”) that the Client may choose to add to their Plan, normally for additional Fees,
as outlined in these Terms of Service;
Web Site – the compilation of all web documents (including images, php and html files) made available via www.katanamrp.com or its sub domains or domains with identical names under other top domains and owned by Katana.
2. Authority to Enter into These Terms with Katana
The use of the Katana Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.
The Terms are accepted as soon as one of the following occurs first:
(a) the person has received the confirmation of the creation of the Account and necessary credentials from Katana in order to log in to his/her/its Account; or
(b) for those Katana Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
You may not, without Katana’s prior written consent, access the Katana Services (i) if you are a competitor of Katana, (ii) to monitor the availability, performance or functionality of the Katana Services or (iii) for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated as provided for herein.
3. Modifications to Terms
Katana reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or Web Site. Please check these Terms periodically for changes. Your continued use of the Katana Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Katana Services, or (ii) 30 days from posting of such modified Terms on or through the Platform or Web Site.
Notwithstanding the foregoing, the resolution of any dispute that arises between you and Katana will be governed by the Terms in effect at the time such dispute arose.
4. Katana’s Responsibilities
4.1. Provision of Katana Services. Katana will (a) make the Katana Services, Content and Client Data available to a Client pursuant to these Terms and (b) use commercially reasonable efforts to make the Katana Services available 24 hours a day, 7 days a week, except for: (i) planned downtime, and (ii) any unavailability caused by circumstances beyond Katana’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, tsunami, explosion, war, riot, insurrection, civil unrest, act of terror, epidemic, pandemic, national or regional emergency, industrial disturbance, strike or other labor problem, Internet service provider failure or delay, or denial of service attack. Notwithstanding the foregoing, Free Plans have no uptime, availability, or support guarantees. Support for Free Plan Users is provided at Katana’s discretion and may be limited or unavailable.
4.2. Protection of Client Data. Katana will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Katana personnel except: (a) to provide the Katana Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.
The Services may be provided using systems and service providers located in the European Union, the United States and other jurisdictions. Client acknowledges that Client Data may be transferred to, stored, and processed in such jurisdictions. Where required by applicable data protection laws, Katana implements appropriate safeguards for cross-border data transfers, including reliance on approved transfer mechanisms such as standard contractual clauses or other lawful transfer frameworks. By agreeing to these Terms, the Client grants Katana a general authorization to engage third-party service providers to transfer, store and process Client Data in such jurisdictions for the purposes of providing the Katana Services.
The Client acknowledges and agrees that Katana may engage third-party service providers, including onboarding or implementation partners, to perform certain services on its behalf. These third-party service providers may access Client Data only to the extent necessary to perform such services. Katana shall ensure such providers are bound by confidentiality and data protection obligations consistent these Terms and applicable law.
Katana may provide the list of processors and/or third-party service providers to Client upon request by the Client.
5. Accounts
5.1. Establishing an Account. Certain features, functions, parts or elements of the Katana Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:
(a) complete the sign-up form on the Web Site; and
(b) accept these Terms by clicking “Sign up” or other similar button
If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.
If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Katana is not responsible for verifying the right of representation or validity of Authorization of any User. However, Katana may ask additional information or proof of the person’s credentials.
A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.
The Client and any User associated with an Account must provide Katana with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.
5.2. Logging Into an Account. All Users must have unique usernames and passwords in order to access the System. Usernames and passwords may not be shared amongst multiple Users. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client shall be responsible for managing access and information for each User on their Account. Client may not and may not permit the use of credentials or API keys in such a way as to circumvent Plan restrictions. Client is responsible for adding and/or terminating a User’s right of access on any Account.
5.3. Termination of Account. Client may terminate these Terms as provided in Section 18. Katana may permanently delete an Account at any time after the effective date of the termination, subject to applicable laws.
6. Fees
6.1. Fees. In consideration for access to and use of the Katana Services, the Client shall pay all Fees in accordance with these Terms and the applicable Plan. Fees are subject to change from time to time. All Fees for Plans and Value Packs and other pricing information is available and updated from time to time on the Web Site. All Fees for Special Services will be agreed in writing between the parties. Upon signing-up for an Account, the Client must select a Plan. Different Fees apply to different Plans. All Fees are charged and payable in advance of commencement of each Billing Commitment interval, unless agreed otherwise between the parties in writing. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing Billing Commitment interval.
If the Client fails to pay any Fees as and when due, then Katana has the right to suspend the Client’s access to Katana Services immediately without liability to Katana or refund or credit of any Fees already paid by the Client. Client access to the Katana Services may be restored by Katana upon payment to Katana of all unpaid Fees plus re-activation fees, if applicable.
Notwithstanding the foregoing, Clients on a Free Plan have no obligation to pay Fees unless they choose to activate a paid Plan, which will be subject to applicable Fees.
6.2. Usage-Based Plans. The following Fees are applicable to all paid Plans commencing as of the effective date of these Terms, other than Legacy Plans:
(a) Base Fee. Clients shall pay a recurring base subscription fee (“Base Fee”) which will entitle the Client to all standard features of the Katana Services (as determined by Katana), unlimited authorized Users, unlimited SKUs, unlimited integrations and one (1) Location as follows:
(i) If on a monthly Billing Commitment, the monthly Base Fee for the initial month shall be payable in advance and pro-rated based on the number of days remaining in such initial month, including the Plan activation date, and thereafter, the monthly Base Fee shall be payable in advance on the first day of each calendar month following the initial month of the Plan; and
(ii) If on a quarterly or annual Billing Commitment, the quarterly or annual Base Fee shall be payable on or immediately prior to the commencement date of each Billing Commitment interval.
Current Base Fees are published on the Web Site and/or under the applicable Plan order form and subject to change in accordance with these Terms.
(b) Usage-Based Fees. In addition to the Base Fee, the Client shall pay usage-based fees on a pay-per-Sales Order basis as follows (the “Usage-Based Fees”):
(i) If on a monthly Billing Commitment, Usage-Based Fees will be calculated each calendar month in arrears based on actual Sales Orders in the prior calendar month;
(ii) If on a quarterly Billing Commitment, Usage-Based Fees will be calculated based on the Client’s estimated number of Sales Orders for the quarter set forth in the Plan and shall be payable in advance. Clients will be assessed additional Usage-Based Fees each calendar month, in arrears, to the extent that the actual Sales Orders at any time during the quarterly Billing Commitment exceed 120% of the estimated Sales Orders under the Plan for the applicable Billing Commitment period.
(iii) If on an annual Billing Commitment, Usage-Based Fees will be calculated based on the Client’s estimated number of Sales Orders for the year set forth in the Plan and shall be payable in advance. Clients will be assessed additional Usage-Based Fees monthly in arrears to the extent that the actual Sales Orders at any time during the annual Billing Commitment exceed 120% of the estimated Sales Orders under the Plan for the applicable Billing Commitment period.
All Usage-Based Fees shall be payable on the first day of the month based on actual Sales Orders in the prior calendar month.
(c) Location-Based Fees. The Base Fee includes one (1) Location. Each additional Location shall be subject to a per-Location Fee as posted on the Web Site and subject to change in accordance with these Terms and shall be payable at the same time Base Fees are payable.
Unused estimated Sales Orders or Locations for purposes of calculating Fees do not accumulate or rollover to other Billing Commitment periods, regardless of whether a Billing Commitment is monthly, quarterly, annually or as agreed in writing between the parties. The price per-Sales Order used to calculate all Usage-Based Fees and Location Fees are based on an exponential decay pricing model and are posted on the Web Site and subject to change from time to time by Katana in accordance with these Terms.
6.3. Legacy Plans. For Clients with a Legacy Plan:
(a) all Legacy Plan Fees are payable in advance of the commencement of each Billing Commitment interval;
(b) existing Clients who subscribed to a Legacy Plan prior to the date such Legacy Plan was retired and who continue to maintain their Legacy Plan Account in good standing and within the usage limits applicable to such Legacy Plan may continue to use their current Legacy Plan, subject to these Terms;
(c) Katana reserves the right to modify or discontinue the use by any Client of any Legacy Plan upon providing not less than 30 days prior notice and upon discontinuance, a Client may opt into Katana’s then current-Plan offerings, subject to then-current terms and conditions.
(d) after three (3) consecutive months of using Katana Services over any of the usage limits in the applicable Legacy Plan, Katana has the right to automatically transition the Client to any then-current Plan offering;
(e) Katana-initiated changes to existing Legacy Plans will take effect immediately and on written notice to the Client;
(f) all Legacy Plan usage limits (both usage and unit based) are available upon request and are tracked individually and are calculated on a calendar monthly basis; and
(g) the transition from any Legacy Plan that is converted to any then-current Plan offering will take effect immediately at the commencement of the next Billing Commitment interval.
6.4. Free Plan. A Free Plan provides Clients with perpetual, no-cost access to a limited version of the Katana Services, subject to certain feature and/or usage restrictions that are subject to change at any time without notice. Free Plan access is granted without obligation to pay Fees unless upgraded to a paid Plan. Katana reserves the right to modify, suspend, or discontinue the Free Plan or any part thereof at any time, with or without notice, at Katana’s sole discretion. Value Packs and Special Services are not available for Free Plans.
6.5. Value Packs. Katana Service Value Packs may be offered by Katana from time to time and may be added by the Client to the current Plan at any time, if the current Plan allows Value Packs. Value Packs will take effect immediately. Value Packs will be active for the remainder of the then-current Billing Commitment and shall be automatically renewed concurrently with the Client’s existing commitment for the Plan. The Value Pack Fee is calculated pro-rata based on the remaining time left in the current Billing Commitment. A Client may remove any Value Pack at any time and the removal will take effect at the end of the current Billing Commitment, for all paid Plans on any Billing Commitment.
6.6. Fee Changes. Katana has the right to increase Fees, including, without limitation, Base Fees, Usage-Based Fees (and related prices) and Location Fees, at any time and from time to time by providing at least 30 days prior notice to the Client.
6.7. Taxes. All Fees are exclusive of all taxes, levies, tariffs or duties applicable under any applicable law. Client is solely responsible for the payment of such taxes, levies, tariffs or duties, on demand.
6.8. Billing Commitment. Except for Free Plans, the term of each Plan (and related Value Packs, if applicable) will automatically renew for successive Billing Commitment intervals based on the Plan’s applicable Billing Commitment, unless terminated earlier in accordance with these terms, with the first Billing Commitment commencing on the date a paid Plan is first activated. Each Plan, other than Free Plans, may have a dedicated Fee for different Billing Commitments. Free Plans have no Billing Commitment.
Clients may convert their current paid Plan to a longer or shorter Billing Commitment at any time prior to the next renewal date of their current Plan, which will take effect at the beginning of the next Billing Commitment. Converting the Plan’s Billing Commitment may change the Fee for the Plan.
6.9. Changing Plans. Subject to Section 6.4, a Client may upgrade from a Free Plan to a paid Plan at any time. Clients with a Legacy Plan may not upgrade or downgrade their Legacy Plan to any other Legacy Plan but may elect to convert their Legacy Plan at any time by selecting a new Plan among the then-current Plans offered by Katana. Client-initiated changes to convert from a Legacy Plan to any then-current Plan offering will take effect immediately at the commencement of the next Billing Commitment interval following such change.
6.10. Inactive Free Plan Accounts
Katana may suspend, deactivate and/or permanently delete any Account associated with a Free Plan that remains inactive for three (3) months or longer. Reasonable efforts will be made to notify Clients prior to deletion. Deletion may include permanent removal of Client Data.
7. Payment
7.1. Credit Card Authorization. Katana may seek pre-authorization of Client’s credit card account prior to your purchase of Katana Services in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein, and authorize Katana to charge all sums described in these Terms to such credit card account. You agree to provide Katana updated information regarding your credit card account upon Katana’s request and any time the information earlier provided is no longer valid.
7.2. Electronic Invoice. If Katana has not sought pre-authorization of your credit card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.
7.3. Interest on Overdue Accounts. Any Fees that are not paid when due shall incur interest at a rate equal to 1.5% per month (or 19.56% per annum), compounded monthly, and calculated daily (based on a 365 day year) from the time such payment obligation arose to the date of full payment. Payments shall be applied, firstly, to interest as of the date of payment, and secondly to the Fees outstanding.
8. Client Data
8.1. Uploading Client Data to Platform. If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and all applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users) whether posted and/or uploaded by you or made available on or through the Katana Services by Katana. By uploading, inputting, modifying, or otherwise dealing with Client Data to or on the Platform, Client authorizes Katana to process the Client Data. The Client is responsible for ensuring that:
(a) the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, any applicable law, the rights of Katana, other Clients or Users, or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful; and
(b) the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.
8.2. No Guarantee of Accuracy. Katana does not guarantee any accuracy with respect to any information contained in any Client Data you transmit, submit or post to or through the Katana Services. Katana accepts no responsibility for and expressly disclaims any representation, warranty, accuracy or completeness of any Client Data you transmit, submit or post to or through the Katana Services. Client, and not Katana, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Katana Services, as well as for any actions taken by Katana, the Client or Users as a result of or in reliance upon such Client Data.
8.3. Non-Compliant Client Data. Katana is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to confirm whether or not such Client Data is not in strict compliance with these Terms and all applicable law (the “Non-Compliant Data”). However, if Katana should discover any Non-Compliant Data or the action of its unlawful processing is discovered or brought to the attention of Katana or if there is reason to believe that certain Client Data contains Non-Compliant Data, Katana has the right to:
(a) notify the Client of such Non-Compliant Data;
(b) deny its publication on the Web Site or its insertion to the System;
(c) demand that the Client bring the Non-Compliant Data into compliance with these Terms and applicable law;
(d) temporarily or permanently remove the Non-Compliant Data from the Web Site or Account, restrict access to it or delete it.
If Katana is presented convincing evidence that such Non-Compliant Data complies with these Terms and applicable law, Katana may, at its sole discretion, restore such Non-Compliant Data which was removed from the Web Site or Account or access to which was restricted.
In addition, in the event Katana believes in its sole discretion Client Data contains or constitutes Non-Compliant Data, Katana may (but has no obligation), to remove such Client Data at any time with or without notice.
Katana as the data processor will assist the Client as the data controller in meeting the Client’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.
8.4. Compelled Disclosure. Katana may disclose Client Data to any governmental authorities or third parties to the extent required by law to do so. In such instance, Katana will use commercially reasonable efforts to provide Client with prior notice of the required disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Katana is required by law to disclose Client Data as part of a civil proceeding to which Katana is a party, and Client is not contesting the disclosure, Client will reimburse Katana for Katana’s reasonable cost of compiling and providing secure access to that confidential information.
9. Services
9.1. Use of the Katana Services. Subject to these Terms, and payment of all applicable Fees, Katana grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Katana Services to:
(a) collect, store and organize Client Data;
(b) modify and delete Client Data;
(c) customize the standard features of the Katana Services;
(d) receive reasonable help and guidance and from Katana regarding the use of the Katana Services.
9.2. Technical Support. Katana shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Katana shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Notwithstanding the foregoing, Katana shall have no obligation whatsoever to respond or provide any technical support to Clients or Users who have accepted these Terms but do not have an Account, or to Clients with a Free Plan or who have not paid all Fees in full.
The contacts for all enquiries of support are:
(a) instant messaging through the Platform, or
(b) e-mail: [email protected]
9.3. Modifications to Service. Katana reserves the right to modify the Katana Services or any part or element thereof from time to time without prior notice, including, without limitation:
(a) rebranding the Katana Services at its sole discretion;
(b) ceasing providing or discontinuing the development of any particular Katana Service or part or element of the Platform temporarily or permanently;
(c) taking such action as is necessary to preserve Katana’s rights upon any use of the Katana Services that may be reasonably interpreted as violation of Katana’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
Katana shall have the right to move features and functionalities between Plans, and add or remove features and functionalities at any time and from time to time.
Katana shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Katana Services, or any part or element thereof.
10. Data Processing Contract
10.1. Acknowledgement. For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and Katana as the data processor. The Client hereby instructs Katana to process the data as described in these Terms.
10.2. Subject matter and nature of processing. Katana provides the Platform where the Client, as the data controller, can collect, store and organize the personal data of data subjects determined by the Client. The Platform has been designed to work as an inventory and production management tool but, to the extent not regulated by these Terms, the Client decides how they and their Users use the Platform.
10.3. Duration. Katana will process data on behalf of the Client until the termination of the Katana Services in accordance with these Terms. Upon termination, Katana will store the Client Data for a period of six months, should the Client wish to re-open the Account to resume the use of the Katana Services or to export Client Data, unless instructed otherwise by the Client. Following such period, Katana may delete or return all personal data to the Client and delete existing copies, unless otherwise required pursuant to applicable law. Katana reserves the right to require payment of a re-activation fee and/or any unpaid Fees prior to processing any Client’s Account re-opening request.
10.4. Parties’ rights and obligations. The Client’s rights and obligations regarding Client Data are provided in Sections 4 through 12 of these Terms. Katana ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Katana takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. Katana undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.
10.5. California Consumer Privacy Act (CCPA). In case you are using our services in California, CCPA Addendum (Section 20) will apply additionally to Terms and Conditions and Privacy Policy.
10.6. Third Party Service Providers. The Client acknowledges and agrees that Katana may engage third-party service providers to perform data processing services on its behalf. These third-party service providers may access Client Data only to the extent necessary to perform such services. Katana shall ensure such providers are bound by confidentiality and data protection obligations consistent these Terms and applicable law.
11. Restrictions
11.1. Prohibited Activities. Client and its authorized Users may use the Katana Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and as permitted by applicable law. Neither the Client nor any User or their respective directors, officers, agents or employees, may:
(a) use the Katana Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out any illegal actions;
(b) copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Katana Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that Katana is not permitted by that applicable law to exclude or limit the foregoing rights;
(c) use the Katana Services or any part or element thereof unless it has agreed to these Terms.
11.2. Certain Uses Require Katana Consent. The Client or any User may not, without Katana’s prior express written consent:
(a) sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Katana Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
(b) use the Katana Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
(c) use the Katana Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Katana.
11.3. Fair Use. Client use of Katana Services must be reasonable and not excessive. Katana (acting reasonably) may determine Client usage to be unreasonable and excessive if on average it materially exceeds the average level of usage of other Clients in that same period (“Excessive Use”). If Katana reasonably determines that Client’s use at any time constitutes Excessive Use, Katana will notify the Client of the Excessive Use, and Client will have three (3) consecutive days thereafter to reduce its usage so as to prevent Excessive Use. If any Client fails to sufficiently reduce its usage after three (3) consecutive days so as to prevent Excessive Use or if the Client persistently or repeatedly in Excessive Use, Katana may:
(a) immediately suspend, modify or limit Client use of Katana Services; or
(b) charge Fees to the Client for the Excessive Use at a rate determined by Katana.
Free Plans may have specific limits on usage, including, without limitation, limits on SKUs, Sales Orders, Locations, API calls, or storage, which limits are subject to change at any time without notice. Katana may suspend or terminate any Account associated with a Free Plan exceeding these limits without notice.
12. Privacy
Katana takes the privacy of its Clients and Users very seriously. Katana’s Privacy Policy at www.katanamrp.com/privacy-policy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Katana’s collection, use, and disclosure of Client’s or any person’s personal information. Clients and Users on a Free Plan acknowledge Katana may collect and use personal data associated with their Free Plan usage to deliver services, send marketing communications, or offer upgrades, as detailed in the Privacy Policy.
13. Intellectual Property Rights
13.1. Katana’s Intellectual Property Rights. The Katana Services, Katana Materials, Katana trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Katana and its third party vendors and hosting partners. Katana Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Katana, its affiliates and licensors retains all right, title and interest in such Katana Services, Katana Materials, Katana trade names and trademarks, and any parts or elements. Your use of the Katana Services and Katana Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Katana Materials is strictly prohibited unless you have received the express prior written permission from Katana or the otherwise applicable rights holder. Katana reserves all rights to the Katana Services, Katana Materials and Katana trade names and trademarks not expressly granted in the Terms.
13.2. Content owned by Katana. Subject to these Terms and the payment of the applicable service Fee, Katana grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Katana Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Katana Services or as otherwise permitted by applicable law.
13.3. Client Data.
(a) Katana may use Client Data in an aggregated and anonymized format for research, educational and other similar purposes. Katana may not otherwise use or display Client Data without Client’s written consent or additional agreement (e.g. Special Terms for Special Services). Katana respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the Katana Services does not grant Katana the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for Katana’s commercial, marketing or any similar purpose. Such restriction does not include Katana’s use of Client’s business name and/or domain address for commercial, marketing or any similar purpose.
(b) Client expressly grants Katana the right to use and analyze aggregate system activity data associated with use of the Katana Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Katana Services operate, and to create new features and functionality in connection with the Katana Services in the sole discretion of Katana.
(c) Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Katana Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize Katana to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to the Client Data in a manner consistent with the intended features of the Katana Services and these Terms, and to grant the rights and license set forth in Section 13.3(a), and (ii) Client Data, Katana’s or any Katana Licensee’s use of such Client Data pursuant to these Terms, and Katana’s or any Katana Licensee’s exercise of the license rights set forth in Section 13.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Katana to any third party for the performance of any Katana Services Client has chosen to be performed by Katana or for the exercise of any rights granted in these Terms, unless Client and Katana otherwise agree.
13.4. Feedback. If Client or a User provides Katana with any comments, bug reports, feedback, or modifications for the Katana Services (“Feedback”), Katana shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Katana Services. Client or User (as applicable) hereby grants Katana a perpetual, irrevocable, non-exclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
14. Third-Party Sites, Products and Services
14.1. Linked Sites. The Katana Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Katana does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Katana makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
14.2. Community Builds. Any content, code, software, libraries, extensions, applications or plug-ins referred to or made available to Clients and/or Users on the Website or System as being “community” provided (collectively, “Community Builds”) are provided by Katana for the convenience of Clients and Users. Client acknowledges that Community Builds have been developed for use by third parties (including, without limitation, individuals who provide services as contractors or employees of Katana). Client acknowledges that Community Builds are not developed, updated, tested, approved, sanctioned, warranted, guaranteed or maintained by Katana and are not required for use of the System. Community Builds may be installed by Users using compatible, third-party systems, software and hardware. Accordingly, Katana makes no representation or warranties with respect to the compatibility, performance, security or functionality of any Community Builds and makes no representations, warranties or guarantees that any such Community Builds are free from defects, malware, malicious code or error. The Client is solely responsible for all access, use, performance issues, service degradation, security vulnerabilities, data loss, corruption or any other damages, liabilities or harm arising from or relating to Community Builds. Katana shall have no liability whatsoever to Client in connection with any Community Builds or the use, misuse or non-use thereof by Client or any of its authorized Users. The Client shall defend, indemnify and hold Katana harmless from and against any claim, loss, damage or expense arising out of or relating to Community Builds.
14.3. Client Integrations. The Client acknowledges and agrees that any code, software, scripts, plug-ins, extensions, web browsers, artificial intelligence, automated agents, bots or other technologies that are requested, provided, configured, deployed or enabled by the Client to access, interact with, or to be used in conjunction with the Platform or Katana Services (“Client Integrations”) are solely the responsibility of the Client. Katana makes no representations, warranties or guarantees with respect to the compatibility, performance, security or functionality of any Client Integrations and makes no representations, warranties or guarantees that any such Client Integrations are free from defects, malware, malicious code or error. The Client is solely responsible for all access, use, performance issues, service degradation, security vulnerabilities, data loss, corruption or any other damages, liabilities or harm arising from or relating to Client Integrations. Katana shall have no liability whatsoever to Client in connection with any Client Integrations or the use, misuse or non-use thereof by Client or any of its Users. The Client shall defend, indemnify and hold Katana harmless from and against any claim, loss, damage or expense arising out of or relating to Client Integrations.
15. Disclaimers; No Warranty
UNLESS OTHERWISE EXPRESSLY STATED BY KATANA, THE KATANA SERVICES, KATANA MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE KATANA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KATANA AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
UNLESS OTHERWISE EXPRESSLY STATED BY KATANA, KATANA AND ITS AFFILIATES DO NOT WARRANT THAT THE KATANA SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE KATANA SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE KATANA SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE KATANA SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNLESS OTHERWISE EXPRESSLY STATED BY KATANA, KATANA AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE KATANA SERVICES, KATANA MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
16. Indemnification
You agree to defend, indemnify and hold harmless Katana and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Katana Services, Katana Materials, representations made to Katana, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Katana reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Katana, and you agree to cooperate with such defense of these claims.
17. Limitation of Liability
17.1. No Liability: Katana and its affiliates shall not be liable to the Client or User for any consequences resulting from:
(a) any modifications in these Terms, calculation and rates of Fees, the Katana Services, Katana Material, or any part or element thereof (including but not limited to any Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Katana Services or Katana Material;
(b) deletion of, corruption of, or failure to store any Client Data;
(c) use of Client Data by the Client or any of the Users associated with the Account;
(d) changes to any Plan whether initiated by the Client or Katana;
(e) any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;
(f) the Client’s use of the Account or the Katana Services by means of browsers other than those accepted or supported by Katana;
(g) the application of any remedies against the Client or authorized Users by Katana, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Katana Services or any part or element thereof;
(h) the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Katana Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
(i) Katana’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, Katana and its affiliates shall not be liable to the Client for any claim by any User, person or third persons against the Client arising out of the Client’s failure to:
(a) provide Katana with accurate information about the Client, Users or Account;
(b) notify Katana of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
(c) ensure the lawfulness of the Client Data;
(d) obtain the necessary rights to use the Client Data; or
(e) abide by any of the restrictions described in these Terms.
17.2. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF KATANA AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE KATANA SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THESE TERMS.
17.3. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
18. Termination of These Terms
18.1. For Convenience. These Terms may be terminated for convenience upon written notice to the other party in accordance with Section 19 below:
(a) by the Client at any time by clicking the cancellation link on the Web Site, when logged in to the Account, or if the Client is paying for the Service with a PayPal account, by revoking the billing agreement on its PayPal profile, provided that:
(i) if the Client is under a monthly Billing Commitment, termination will take effect at the end of the next monthly Billing Commitment cycle; and
(ii) if the Client is under a quarterly, annual, or any other agreed Billing Commitment, the notice of termination must be delivered to Katana at least 30 days prior to the end of the then-current Billing Commitment, in which case, termination will take effect at the end of the then-current Billing Commitment; and otherwise, termination will take effect at the end of the next Billing Commitment; or
(b) by Katana, upon decision to end provision of the Katana Services and close the Platform; or
(c) immediately by either party, if proceedings are initiated for the other party’s liquidation, wind-up, reorganization, dissolution, bankruptcy or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made or is threatened to be made on behalf of the other party for the benefit of creditors.
The Client may re-activate any Plan (other than a Legacy Plan), either prior to the effective date of termination or thereafter, in which case, the Terms and Fees prevailing at the time of reactivation shall apply. Katana reserves the right to require payment of a re-activation fee and/or any unpaid Fees prior to processing any Client’s Account re-opening request.
18.2. For Default. These Terms may be terminated for default upon written notice to the other party in accordance with Section 19 below:
(a) by Katana, in the event of non-payment of any Fees or other amounts due to Katana by Client, which Fees or other amounts remain unpaid for a period of five (5) days after notice of non-payment to the Client;
(b) by either party, in the event of any default or breach of these Terms by the other party (other than non-payment of Fees or other amounts due to Katana), if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
(c) by Katana immediately in the event the Client breaches or threatens to breach any of its obligations under Section 11 [Prohibited Activities] or Section 13 [Intellectual Property Rights] of these Terms.
18.3. Effect of Termination. Upon termination of these Terms,
(a) Katana shall deactivate and permanently delete the Account, as soon as reasonably practicable after the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Katana shall fulfill such request within 1 month of its receipt of such request.
(b) Upon termination of these Terms, Client must:
(i) stop using and prevent the further usage of the Katana Services, including, without limitation, the Platform;
(ii) pay any amounts owed to Katana under these Terms; and
(iii) discharge any liability incurred by the Client before under these Terms prior to their termination; and
(c) Any provision of these Terms, which by their nature should apply beyond the expiration or termination of these Terms, will remain in force after any termination or expiration of these Terms including, but not limited to, Sections 1, 8.4, 11, 12, 13, 14, 15, 16, 17, 18.3, 19, 20 and 21.
18.4. Remedies.
If Katana terminates these Terms as a result of an uncured breach by a Client or User, Katana is entitled to use the same or similar remedies against any other persons who use the Katana Services in conflict with these Terms. Notwithstanding the foregoing, Katana may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Katana Services.
If Katana has reasonable grounds to believe that the Client’s or User’s use of the Katana Services, including the Account may harm any third party persons, Katana has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third party persons.
18.5. Termination of Free Plans.
Katana may suspend or terminate any Free Plan Account immediately at any time at its sole discretion, for any reason, including, without limitation, for convenience, inactivity (in accordance with Section 6.10) or breach of these Terms (in accordance with Section 18.2). Termination of any Free Plan Account will not under any circumstances entitle the Client to compensation for damages or losses arising from its use, misuse or non-use of the Services under a Free Plan or continued use of any Services provided under a Free Plan.
19. Notices
Except as otherwise specified in these Terms, all notices, requests, consents, claims, demands, waivers and other communications related to these Terms (each a “Notice”) shall be delivered in writing addressed to the other party to the following addresses:
(a) If to Client:
For billing-related notices to you, addressed to the relevant billing contact designated by you. All other notices to you may be sent to the relevant Services system administrator designated by you.
(b) If to Katana:
Katana Technologies OÜ
Email: [email protected]
Address: Peetri tn 7, Tallinn, 10415, Estonia
Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) on the third business day after mailing by certified or registered mail, return receipt requested, postage prepaid, or (c) upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “read receipt” function, as available, return email or other form of written acknowledgment), if delivered by email, or (d) upon delivery, if sent using the in-app messaging feature within the Platform.
20. Governing Law and Dispute Resolution
20.1. Governing Law. These Terms and all matters relating to the Service shall be governed by Estonian law. The United Nations Convention on Contracts for the International Sale of Goods, to the extent applicable, shall not apply to these Terms.
20.2. Arbitration. Any dispute arising from or otherwise concerning these Terms (including disputes concerning the formation or validity hereof), or relating to the Katana Services, shall be settled by arbitration by the Arbitration Court of the Estonian Chamber of Commerce and Industry in Tallinn, Estonia (the “Arbitration Court”), with arbitration to be conducted in accordance with the then-current rules of the Arbitration Court. On request of any party, the arbitration may be conducted by virtual or electronic means that permits each participant to effectively and simultaneously communicate with each other. Each party, and anyone who uses, accesses or attempts to use or access any part of the Service, hereby irrevocably submits to the said jurisdiction and waives any and all objections they may have thereto. Any decision (order, judgment or other) that the Arbitration Court may deliver in a Parties’ dispute or in connection with the Service shall be enforceable in all jurisdictions.
20.3. Equitable Relief. Notwithstanding the foregoing Section 20.2 or any other provision of these Terms, Client acknowledges and agrees that a breach or threatened breach by the Client or its directors, officers, employees, agents or authorized Users of any of the provisions of Section 11 [Prohibited Activities] or Section 13 [Intellectual Property Rights] would cause Katana irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Katana will be entitled to equitable relief, including a retraining order, injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
21. General Provisions
21.1. Relationship of the Parties. The parties will act solely as independent contractors. No provision of these Terms may be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and Katana, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. Except as expressly set forth herein, these Terms are not for the benefit of any third parties.
21.2. Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
21.3. Assignment. Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Katana’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
21.4. No Waiver. Failure of either party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
21.5. Interpretation. For the purposes of these Terms: (a) the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to these Terms as a whole. Any reference in these Terms to gender includes all genders. Words importing the singular number only include the plural and vice versa. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Parties agree that this Agreement and related documents be drawn up in the English language only. Les Parties aux présentes ont convenu que cette entente et les documents s’y rattachant soient rédigés en langue anglaise seulement.
22. CCPA Data Processing Addendum
This CCPA Data Processing Addendum (the “Addendum”) reflects the requirements of the California Consumer Privacy Act of 2018 and its implementing regulations, as amended or superseded from time to time (California Civil Code §§ 1798.100 to 1798.199) (the “CCPA”). This Addendum makes clear that Katana is acting as a Service Provider for CCPA purposes.
This Addendum is an addendum to the Katana Terms of Service (“Agreement”) and its incorporated Privacy Policy between Katana and the Client (each a “Party”; collectively the “Parties”) and is in effect for so long as Katana maintains Personal Information (as defined in and to the extent protected by the CCPA) provided by Client or which is collected on behalf of Client by Katana (hereinafter, the “Personal Information”). This Addendum shall only apply and bind the Parties if and to the extent Client is a Business under the CCPA. This Addendum prevails over any conflicting terms of the Agreement or Privacy Policy, but does not otherwise modify the Agreement or Privacy Policy. All capitalized terms not defined in this Addendum shall have the meanings set forth in the CCPA. Client enters into this Addendum on behalf of itself and, to the extent required under the CCPA, in the name and on behalf of its Authorized Affiliates (defined below).
The parties agree as follows:
22.1. Definitions
22.1.1. “Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.
22.1.2. “Authorized Affiliate” means any of Clients’ Affiliate(s) permitted to or otherwise receiving the benefit of the Services pursuant to the Agreement.
22.2. Scope and Applicability of this Addendum
22.2.1. This Addendum applies to the collection, retention, use, and disclosure of the Personal Information to provide Services to Client pursuant to the Agreement or to perform a business purpose.
22.2.2. Client appoints Katana as a Service Provider to process the Personal Information on behalf of Client in connection with Client’s business. Client is responsible for compliance with the requirements of the CCPA applicable to Businesses.
22.2.3. Katana’s collection, retention, use, or disclosure of Personal Information for its own purposes independent of providing the Services specified in the Agreement are outside the scope of this Addendum.
22.3. Restrictions on Processing
22.3.1. Katana is prohibited from retaining, using, or disclosing the Personal Information for any purpose other than for the specific purpose of performing the Services specified in the Agreement for Client, as set out in this Addendum, or as otherwise permitted by the CCPA.
22.3.2. Katana shall not further collect, sell, or use the Personal Information except as necessary to perform the Business Purpose. For the avoidance of doubt, Katana shall not use the Personal Information for the purpose of providing services to another person or entity, except that Katana may combine Personal Information received from one or more entities to which it provides similar services to the extent necessary to detect data security incidents, or protect against fraudulent or illegal activity.
22.4. Notice
22.4.1. Client represents and warrants that it has provided notice that the Personal Information is being used or shared consistent with Cal. Civ. Code 1798.140(t)(2)(C)(i).
22.5. Consumer Rights
22.5.1. Katana shall provide reasonable assistance to Client in facilitating compliance with Consumer rights requests.
22.5.2. Upon direction by Client and within a commercially reasonable amount of time, Katana shall delete the Personal Information.
22.5.3. Katana shall not be required to delete any of the Personal Information to comply with a Consumer’s request directed by Client if it is necessary to maintain such information in accordance with Cal. Civ. Code 1798.105(d), in which case Katana shall promptly inform Client of the exceptions relied upon under 1798.105(d) and Katana shall not use the Personal Information retained for any other purpose than provided for by that exception.
22.6. Deidentified Information
22.6.1. In the event that either Party shares Deidentified Information with the other Party, the receiving Party warrants that it: (i) has implemented technical safeguards that prohibit reidentification of the Consumer to whom the information may pertain; (ii) has implemented business processes that specifically prohibit reidentification of the information; (iii) has implemented business processes to prevent inadvertent release of Deidentified Information; (iv) will make no attempt to reidentify the information.
22.7. Mergers, sale, or other asset transfer
22.7.1. In the event that either Party transfers to a Third Party the Personal Information of a Consumer as an asset that is part of a merger, acquisition, bankruptcy, or other transaction in which the Third Party assumes control of all or part of such Party to the Agreement, that information shall be used or shared consistently with applicable law. If a Third Party materially alters how it uses or shares the Personal Information of a Consumer in a manner that is materially inconsistent with the promises made at the time of collection, it shall provide prior notice of the new or changed practice to the Consumer in accordance with applicable law.
22.8. As required by law
22.8.1. Notwithstanding any provision to the contrary of the Agreement, the Privacy Policy or this Addendum, Katana may cooperate with law enforcement agencies concerning conduct or activity that it reasonably and in good faith believes may violate international, federal, state, or local law.
22.9. No Sale of Personal Information
22.9.1. The Parties acknowledge and agree that the exchange of Personal Information between the Parties does not form part of any monetary or other valuable consideration exchanged between the Parties with respect to the Agreement, the Privacy Policy or this Addendum.
Last updated: January 23, 2026