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Terms of Service
Komod drafts; a person approves. These Terms set out what the service is, what each side is responsible for, and what happens with your data during and after the agreement.
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The agreement
These Terms of Service (the Terms) are an agreement between Komod.ai, Inc., a Delaware corporation (Komod, we) and the organization that opens an account or accepts an order for the service (the Customer, you). The person who accepts the Terms confirms that they have authority to bind the Customer. If you do not have that authority, or the Customer does not agree to the Terms, do not use the service.
The Terms, together with any order form or in-product purchase that refers to them (an Order), the Privacy Policy and the Data Processing Addendum, are the whole agreement between us. If an Order and these Terms conflict, the Order governs for that Order.
Komod.ai, Inc.'s registered agent is Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958.
Definitions
- Service — Komod.ai: the software we host, its connectors, its AI features, the owner portal, and the documentation we publish for it.
- Customer Data — everything the Customer brings into the Service or that the Service reads through a connector the Customer authorizes: documents, mail, bank activity, books, and what its Users type.
- User — a person the Customer invites to use the Service in one of its roles.
- Output — what the Service produces from Customer Data: a proposed entry, a classification, a question, a matched transaction, a draft report, a chat reply.
- Credits — the prepaid balance from which the Customer's use of the AI features is metered.
- Documentation — the how-to and help material we publish for the Service.
Account and roles
The Customer's first administrator is invited by Komod. That administrator invites the Customer's other Users and assigns each a role. The Customer is responsible for who it invites, for the roles it assigns, and for what its Users do with the Service. Each User must keep their credentials secret and must not share an account.
The Service has four roles:
- Accountant — runs the close, talks to the assistant, decides the approvals the Service puts in front of them, administers the organization and its connections, and is the only role that can confirm an entry into the Customer's books.
- Approver — decides the approvals the Service puts in front of them.
- Viewer — reads the owner portal for the whole organization and changes nothing.
- Owner (shown in the product as Principal) — reads the owner portal for the buildings its administrator attaches to it, and changes nothing.
The Customer must keep at least one Accountant. Komod's own operators never hold a role in a Customer's organization and cannot sign in as a User.
The service
Komod is a reporting and review layer. It reads the Customer's documents and feeds, matches them to the Customer's books, proposes entries and asks questions, and drafts the monthly owner report. A person decides. Nothing posts to the Customer's books until a User with the right role approves it by a click in the product, and no report leaves the product except by a User's own act.
Komod is not the Customer's general ledger, its bank, or its accountant. The Customer's accounting system remains the system of record, and the Customer remains responsible for its books, its filings and its decisions. Komod does not provide legal, tax or accounting advice. Output is information for the Customer's professionals to review, not a substitute for their judgment.
We may improve the Service at any time and will not materially reduce what it does during a paid term without notice. We may suspend access where the Customer's use threatens the security or integrity of the Service or of another customer, and will restore it as soon as the threat is resolved.
Customer Data
The Customer owns Customer Data and every right in it. The Customer grants Komod a non-exclusive, worldwide, royalty-free licence to host, copy, read, transmit and display Customer Data, and to send it to the sub-processors named in the Data Processing Addendum, only as needed to provide the Service to the Customer, to keep it secure, and to meet the law. The licence ends when the Customer's data is deleted under these Terms.
The Customer is responsible for having the right to bring Customer Data into the Service — including the right to connect a mailbox, a bank account and an accounting system, and to have the personal data of its tenants, vendors and staff processed as the Service does. The Customer will not bring in data it is not allowed to share.
Komod processes personal data in Customer Data as the Customer's processor under the Data Processing Addendum, which is part of these Terms. The Privacy Policy describes the personal data Komod processes for its own account.
Komod may collect and use data about how the Service performs and is used — timings, counts, errors — in a form that carries no Customer Data and identifies no Customer or person, to run and improve the Service.
Acceptable use
The Customer and its Users will not:
- use the Service for anything unlawful, or to process data the Customer has no right to process;
- attempt to reach another customer's data, or to defeat a role, a period lock or an approval gate;
- probe, scan or test the Service for weaknesses, or interfere with its operation, other than by reporting a suspected weakness to us as the Trust Center describes;
- copy, reverse engineer or resell the Service, or build a competing product from it;
- send the Service instructions hidden in a document with the intent that the assistant follow them;
- share an account or let a person outside the Customer's organization use one.
AI features
The Service uses foundation models to read, classify and draft. Every model it may call is developed by a company headquartered in the United States or the European Union and served from an enterprise cloud there. Document text is sent to the model as data to read, never as instructions to follow.
Output is a draft for human review. A model can misread a page, mis-classify an invoice or miscalculate a share. The Service is built so that this is caught before it matters: every proposed entry is put in front of a person to review, every figure in a report links to the source it came from, and a figure the Service cannot trace to the document is presented as a question, not a number. The Customer is responsible for reviewing Output before relying on it and for every entry its Users approve.
As between the Customer and Komod, the Customer owns the Output that the Service produces from its Customer Data.
Fees and Credits
The Customer pays the fees stated in its Order or shown in the product when it buys Credits. The AI features are metered against the Customer's prepaid Credits: each conversational turn and each document read is one debit, at the rate shown in the product when the Credits were bought. When Credits run out the AI features pause until more are bought; nothing else is charged without the Customer's purchase.
A metered run that the platform itself abandons is refunded to the Customer's Credits. Credits are not redeemable for cash and do not carry interest. Fees exclude taxes; the Customer is responsible for any sales, use or similar tax on its purchases, other than tax on Komod's income. Where the Customer's payments are handled by a payment processor, that processor's terms also apply to the payment.
Free month
Komod may offer a Customer a free first month; whether one is offered is Komod's decision. If a free first month is offered, these Terms apply to it in full, and Komod may end it on notice. A free month is not the Founding Client discount described in the next section. Nothing the Customer approves during a free month is any less its own decision.
Founding Clients
A Founding Client is one of Komod's first Customers, named in writing by both of Komod's founders, on a discount they both agreed. The discount applies to the Founding Client's initial thirty days only. Every other term applies to a Founding Client exactly as to any other Customer, including the rule on adverse changes in the General section; there is no first-year exemption.
Confidentiality
Confidential Information is information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is the Customer's Confidential Information. The non-public workings, roadmap and pricing of the Service are Komod's. Each party will protect the other's Confidential Information with at least the care it uses for its own, will use it only to perform this agreement, and will share it only with people who need it and are bound to keep it confidential.
Information is not confidential if it is public through no fault of the receiving party, was already known to the receiving party, is received from a third party entitled to share it, or was developed independently. A party that is legally compelled to disclose Confidential Information will, where the law allows, give the other party notice first and disclose only what is required.
Intellectual property
Komod owns the Service, the software behind it, the Documentation, and every improvement to them. Nothing in these Terms transfers that ownership. The Customer receives the right to use the Service under these Terms and nothing more.
If the Customer gives Komod suggestions about the Service, Komod may use them without obligation and without naming the Customer. Suggestions never include Customer Data.
Warranties
Komod warrants that it will provide the Service with reasonable skill and care and substantially as the Documentation describes, and that it will maintain the security measures in the Data Processing Addendum. The Customer warrants that it has the right to bring Customer Data into the Service and that its use of the Service will comply with the law.
Except as stated in this section, and to the fullest extent the law allows, the Service is provided as it is and as it is available, without any other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. Komod does not warrant that the Service will be uninterrupted or error-free, or that Output will be accurate or complete without the Customer's review.
Limitation of liability
To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages. Nor is either party liable for lost profits, revenue or goodwill, however caused, even if advised of their possibility.
To the fullest extent the law allows, each party's total liability arising out of or relating to this agreement is capped. The cap is the fees the Customer paid to Komod for the Service in the twelve months before the event that gave rise to the claim.
The cap is a ceiling on what a party can be made to pay for harm a court finds, not an amount owed. It does not apply to a breach of the Confidentiality section, to an indemnity under these Terms, to the Customer's unpaid fees, to fraud, to gross negligence, or to a liability the law does not allow to be capped.
Indemnity
The Customer will defend Komod against a third-party claim that relates to Customer Data, and will pay the damages and costs finally awarded or agreed in settlement of such a claim. Komod gives the Customer prompt notice of the claim, gives the Customer control of the defence and any settlement, and gives reasonable help at the Customer's expense. A settlement that admits fault on Komod's part or imposes an obligation on Komod needs Komod's consent.
Komod gives the Customer no indemnity under these Terms.
Term and termination
This agreement starts when the Customer accepts it and runs for the term in its Order, or, without an Order, for as long as the Customer keeps an account. Either party may end the agreement on written notice if the other party materially breaches it. The Customer may end the agreement at any time by notice to Komod; Komod may end a free month on notice.
When the agreement ends, the Customer's Users can no longer use the Service except to export. For 30 days after the end of the agreement the Customer may download its reports, its documents and its audit trail from the product or ask Komod for a copy. After those 30 days Komod deletes the Customer's live data. Backups expire on the normal rotation of seven daily, four weekly and three monthly sets. Komod keeps no separate archive of Customer Data.
Some sections survive the end of the agreement by their nature. They are Customer Data ownership, confidentiality, intellectual property, warranties, limitation of liability, indemnity, governing law, and unpaid fees.
Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.
Before either party files a lawsuit, the parties will mediate in good faith by video, for at least one session, within thirty days of a written request sent to each of [email protected] and [email protected]. The parties split the mediator's cost. If it does not settle, either party may file in the courts of Delaware, and each party waives a jury trial where the law allows it. Either party may still ask a court for a temporary order to stop ongoing harm, including a data leak, without waiting out the mediation.
General
- Notices. Written notice to Komod is given by e-mail to each of [email protected] and [email protected]; a notice sent to only one of them is not effective. Notices to the Customer are sent to the e-mail address of its administrator or shown in the product.
- Changes to the Terms. We may change these Terms by posting the new version at this address and updating the date at the top. For an Adverse Change we give thirty days' notice through the product or by e-mail; the Customer may end the agreement before the change takes effect, and Komod refunds the prepaid fees for the time after the end date. A change is adverse if it raises the price by more than twenty percent over the prior year's price; removes a function the Customer uses to run the close; weakens the rule that nothing posts until a person clicks; shortens the 30 days export window; names a new recipient of the Customer's data; lowers the liability cap; or changes the governing law or the venue. A bug fix, a new file type, or a wording change that does not reduce a right is not adverse.
- Assignment. Neither party may assign this agreement without the other's consent, except that either party may assign it to a successor in a merger, acquisition or sale of substantially all its assets, on notice.
- Independent parties. The parties are independent contractors. Nothing here creates a partnership, agency or employment.
- Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than the obligation to pay.
- Severability and waiver. If a provision is unenforceable it is enforced to the extent the law allows and the rest stands. A failure to enforce a right is not a waiver of it.
- Entire agreement. These Terms, the Order, the Privacy Policy and the Data Processing Addendum are the whole agreement and replace every earlier discussion of their subject.
Contact
Questions about these Terms: [email protected]. Written notice to Komod is given by e-mail to each of [email protected] and [email protected]; a notice sent to only one of them is not effective.