Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Koji platform, services, and websites (collectively, the “Service”) operated by Koji Technologies Inc. (“Koji”, “we”, “us”, or “our”), a corporation incorporated under the laws of Ontario, Canada.

By signing up for an account, subscribing to a paid plan, or otherwise using the Service, you (“Customer” or “you”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” includes that entity.

If you do not agree to these Terms, do not use the Service.

1. The Service

Koji provides a software-as-a-service platform that extracts structured data from unstructured documents (such as PDFs, scanned files, and email attachments) and returns that data via email, web dashboard, API, and integrations with third-party systems. The specific features available to you depend on your subscription plan.

We may modify, suspend, or discontinue any part of the Service at any time. We will provide reasonable advance notice for material reductions in functionality affecting paid customers, except where security, legal, or operational considerations require immediate action.

2. Eligibility and accounts

To use the Service, you must be at least the age of majority in your jurisdiction and capable of forming a binding contract. The Service is intended for use by businesses and is not designed for consumer use.

You are responsible for:

• Keeping your account credentials confidential
• All activity that occurs under your account
• Ensuring users you authorize comply with these Terms
• Promptly notifying us of any unauthorized use of your account

We may suspend or terminate accounts that violate these Terms or that we reasonably believe pose risk to the Service, other customers, or third parties.

3. Subscriptions, fees, and billing

3.1 Plans

The Service is offered on subscription plans described on our pricing page or in a written order. Each plan defines a recurring fee, a billing period (typically monthly), and usage allowances or limits. Custom pricing may be agreed in a separate written order.

3.2 Billing

By subscribing, you authorize Koji and our payment processor (Stripe, Inc.) to charge your designated payment method on a recurring basis until you cancel. Charges are non-refundable except as expressly stated in these Terms or as required by applicable law.

3.3 Renewals

Subscriptions automatically renew at the end of each billing period at the then-current rates unless cancelled before renewal. We will provide advance notice of price changes affecting your subscription.

3.4 Overages and usage

If your usage exceeds the allowance included in your plan, you agree to pay applicable overage fees at the rates published on our pricing page or in your order. We may meter usage and report it to our payment processor.

3.5 Taxes

Fees are exclusive of taxes unless stated otherwise. You are responsible for all applicable taxes, except for taxes based on Koji’s net income. Where we are required to collect and remit sales tax, VAT, or GST/HST, those amounts will be added to your invoice.

3.6 Cancellation

You may cancel your subscription at any time through the billing portal or by contacting support. Cancellation takes effect at the end of the current billing period. We do not provide refunds for unused portions of paid periods unless required by law.

3.7 Failed payments

If a payment fails, we may suspend access to the Service after providing reasonable notice. Repeated payment failures may result in termination.

4. Customer data and content

4.1 Your data

You retain all rights, title, and interest in and to the documents, data, and content you upload to the Service (“Customer Data”). You grant Koji a worldwide, non-exclusive, royalty-free license to use, process, transmit, store, and display Customer Data solely as necessary to provide the Service, comply with applicable law, and improve the Service in accordance with our Privacy Policy.

4.2 Aggregated and de-identified data

We may use aggregated and de-identified data derived from Customer Data — data that does not identify you or any individual — for any purpose, including improving the Service, developing new features, benchmarking, and research.

4.3 Customer responsibilities

You represent and warrant that:

• You have all necessary rights to upload Customer Data to the Service
• Customer Data does not violate any law, contract, or third-party right
• Customer Data does not include sensitive information requiring special handling unless we have agreed in writing to receive it (for example, protected health information, payment card data, or government identifiers)
• You will not use the Service in violation of our Acceptable Use Policy

4.4 Data deletion

On termination of your account, we will delete or return Customer Data in accordance with our Privacy Policy and applicable law. We may retain backups, logs, and records as required for security, compliance, or audit purposes.

5. Intellectual property

5.1 Koji’s IP

The Service, including all software, models, algorithms, schemas, templates, documentation, and trademarks, is and remains the exclusive property of Koji and its licensors. Except for the limited rights expressly granted to you in these Terms, no rights are granted to you.

5.2 Open-source software

Portions of Koji’s technology are released under open-source licenses available at github.com/getkoji. Your use of those components is governed by their respective licenses, not these Terms.

5.3 Feedback

If you provide suggestions, ideas, or feedback about the Service (“Feedback”), you grant Koji a perpetual, irrevocable, royalty-free license to use the Feedback for any purpose without obligation to you.

6. Acceptable use

You agree to comply with our Acceptable Use Policy, which is incorporated into these Terms by reference. Violations may result in suspension or termination of your account without refund.

7. Confidentiality

Each party (“Receiving Party”) may have access to confidential information of the other (“Disclosing Party”). Confidential information includes non-public technical, business, and customer information identified as confidential or that a reasonable person would understand to be confidential.

The Receiving Party will:

• Use Confidential Information only to perform under these Terms
• Protect Confidential Information using the same degree of care it uses for its own information of similar sensitivity (but no less than reasonable care)
• Not disclose Confidential Information except to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations

These obligations do not apply to information that is or becomes public without breach, was known before disclosure, is independently developed, or is rightfully received from a third party without restriction.

8. Privacy

Our Privacy Policy describes how we collect, use, and disclose information about you and Customer Data. By using the Service, you consent to those practices.

9. Warranties and disclaimers

9.1 Limited warranty

Koji warrants that the Service will perform materially in accordance with our published documentation under normal use. Your sole remedy for breach of this warranty is, at Koji’s option, to correct the deficiency or terminate your subscription and refund any prepaid fees for the unused portion of the term.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, KOJI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA EXTRACTION.

Koji does not warrant that the Service will be uninterrupted, error-free, or that extraction results will be free of errors. Customer is solely responsible for reviewing extracted data before relying on it for any decision, including any decision affecting third parties.

10. Limitation of liability

10.1 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KOJI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS YOU PAID TO KOJI FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Exclusion of indirect damages

IN NO EVENT WILL KOJI BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Carve-outs

The limitations in this Section 10 do not apply to: (a) your obligation to pay fees; (b) your indemnification obligations; (c) your breach of Section 5 (Intellectual Property) or Section 7 (Confidentiality); (d) liability that cannot be excluded under applicable law.

11. Indemnification

11.1 By Koji

Koji will defend you against any third-party claim that the Service, as provided by Koji and used in accordance with these Terms, infringes a third party’s intellectual property rights, and will pay damages finally awarded by a court of competent jurisdiction or agreed in settlement.

If the Service is held or believed by Koji to infringe, Koji may, at its option: (a) procure the right for you to continue using the Service; (b) modify the Service to be non-infringing; or (c) terminate the affected subscription and refund any prepaid, unused fees.

This Section 11.1 does not apply to claims arising from: (i) Customer Data; (ii) use of the Service in combination with products or services not provided by Koji; (iii) modifications to the Service not made by Koji; or (iv) your breach of these Terms.

11.2 By you

You will defend, indemnify, and hold harmless Koji from any third-party claim arising from: (a) Customer Data; (b) your breach of these Terms or applicable law; (c) your violation of our Acceptable Use Policy; or (d) your gross negligence or wilful misconduct.

11.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense.

12. Term and termination

12.1 Term

These Terms remain in effect while you have an account or active subscription.

12.2 Termination for convenience

You may terminate at any time by cancelling your subscription and deleting your account. Koji may terminate any free account at any time without cause.

12.3 Termination for cause

Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure within thirty (30) days of receiving notice of the breach. Koji may terminate or suspend immediately, without notice, in response to: (a) violation of our Acceptable Use Policy; (b) non-payment of fees beyond cure period; (c) bankruptcy or insolvency; or (d) any activity that poses a security or legal risk to the Service or other customers.

12.4 Effect of termination

On termination: (a) your access to the Service ends; (b) we will return or delete Customer Data as described in our Privacy Policy; (c) fees paid are non-refundable except as provided in these Terms; (d) provisions that by their nature should survive (including Sections 5, 7, 9, 10, 11, and 13) will survive.

13. General

13.1 Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties agree to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising from these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction.

13.2 Force majeure

Neither party is liable for delay or failure to perform due to causes beyond reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour disputes, internet outages, or third-party service failures.

13.3 Assignment

You may not assign these Terms without Koji’s prior written consent. Koji may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

13.4 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

13.5 Notices

Notices to Koji must be sent to legal@getkoji.dev with a copy by registered mail to Koji’s registered address. Notices to you may be sent to your account email.

13.6 Entire agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, and any written order, constitute the entire agreement between the parties and supersede all prior understandings on the subject matter.

13.7 Modifications

We may update these Terms from time to time. We will provide notice of material changes by email or through the Service. Continued use of the Service after the effective date of the updated Terms constitutes acceptance.

13.8 Severability and waiver

If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force. A party’s failure to enforce any provision is not a waiver of future enforcement.

13.9 Order of precedence

If there is a conflict between these Terms and a written order, the written order controls for the affected subscription.

Contact

Questions about these Terms: legal@getkoji.dev

Koji Technologies Inc. 2727 Steeles Avenue West, Unit 103-923 Toronto, Ontario M3J 3G9 Canada