Terms of Service

1. Business Use Only

The Services are intended for business and professional use only. You may not use the Services if you are a consumer acting for personal, household, or family purposes, unless Exokern expressly authorizes such use in writing.

You must be at least 18 years old and legally able to enter into a binding contract.

2. Services

Exokern provides digital tools, software, AI-enabled features, workflows, skills, technical systems, content, documentation, and related services.

The specific features available to you may depend on your plan, subscription, account status, product configuration, or separate written agreement.

We may modify, suspend, discontinue, or update any part of the Services at any time, provided that we will not materially reduce paid Services during an active subscription term without a commercially reasonable basis.

3. Accounts

You may need to create an account to access certain Services. You must provide accurate, current, and complete information.

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must promptly notify us of any unauthorized access or suspected security issue.

We may suspend or terminate your account if we reasonably believe that you have violated these Terms, created a security risk, infringed third-party rights, used the Services unlawfully, or exposed Exokern or others to liability.

4. AI-Enabled Features

The Services may include AI-enabled tools, models, agents, automations, workflows, or generated outputs.

AI-generated outputs may be inaccurate, incomplete, outdated, biased, unsafe, misleading, or unsuitable for your intended purpose. You are solely responsible for reviewing, validating, testing, and approving all outputs before using, relying on, publishing, sharing, deploying, or acting on them.

Exokern does not provide legal, medical, financial, tax, investment, accounting, employment, insurance, safety, compliance, or other professional advice. No output from the Services should be treated as professional advice.

You may not use AI outputs as the sole basis for decisions that have legal, financial, medical, employment, housing, insurance, credit, educational, safety, or similarly significant effects on individuals.

5. No High-Risk Use

You may not use the Services for medical diagnosis, treatment, emergency response, clinical decision-making, legal advice, legally binding determinations, financial, investment, credit, insurance, housing, employment, or eligibility decisions.

You may not use the Services for biometric identification, surveillance, law enforcement, government decision-making, weapons, critical infrastructure, aviation, nuclear systems, autonomous vehicles, safety-critical systems, or automated decisions that materially affect a person's rights, opportunities, access to services, or legal status.

Exokern is not designed for regulated high-risk environments unless we enter into a separate written agreement expressly authorizing that use.

6. No HIPAA, FCRA, GLBA, or Regulated Data Use Without Written Agreement

You may not submit protected health information under HIPAA, consumer report information under FCRA, financial account data subject to GLBA, children's personal information subject to COPPA, biometric data, precise geolocation data, government identifiers, or other sensitive regulated data unless Exokern has expressly agreed in writing and the parties have executed all required legal agreements.

Exokern is not a HIPAA Business Associate unless we sign a Business Associate Agreement with you.

7. User Content

"User Content" means prompts, instructions, files, data, code, text, images, documents, configurations, workflows, feedback, and other materials that you submit to or generate through the Services.

You are solely responsible for User Content. You represent and warrant that you have all rights, permissions, licenses, consents, and legal bases necessary to submit, process, and use User Content through the Services.

You grant Exokern a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, reproduce, modify, and use User Content solely as necessary to provide, secure, maintain, support, and improve the Services, comply with law, prevent abuse, and enforce these Terms.

Exokern does not claim ownership of your User Content.

8. AI Inputs and Outputs

As between you and Exokern, you retain rights in your inputs. Subject to applicable law, third-party provider terms, and these Terms, Exokern assigns to you any rights it may have in outputs generated specifically for you through the Services.

Due to the nature of AI systems, outputs may not be unique. Similar or identical outputs may be generated for other users. Exokern makes no representation that any output is protectable by intellectual property law, non-infringing, accurate, confidential, or suitable for commercial use.

You are responsible for determining whether outputs may be used lawfully and safely.

9. Acceptable Use

You may not use the Services to:

• violate any law or regulation;
• infringe, misappropriate, or violate intellectual property, privacy, publicity, contractual, or other rights;
• submit unlawful, harmful, defamatory, obscene, discriminatory, deceptive, or abusive content;
• generate malware, phishing, spam, credential theft, social engineering, or cyber abuse;
• bypass access controls, rate limits, security measures, or usage restrictions;
• scrape, crawl, or harvest data except as expressly permitted;
• reverse engineer, decompile, copy, resell, sublicense, or create competing services from the Services;
• submit confidential, proprietary, or personal data without sufficient rights and legal basis;
• use the Services to train competing AI models unless expressly authorized;
• misrepresent AI-generated content as human-generated where disclosure is legally or ethically required;
• use the Services in a way that could harm Exokern, other users, third parties, or the integrity of the Services.

10. Customer Responsibilities

You are responsible for:

• your use of the Services;
• your users, employees, contractors, agents, and administrators;
• your systems, integrations, configurations, and security controls;
• your legal compliance;
• reviewing outputs before use;
• obtaining all required consents and permissions;
• maintaining backups of your data;
• ensuring that your use case is appropriate for the Services.

11. Third-Party Services

The Services may integrate with or rely on third-party services, APIs, infrastructure, models, hosting providers, payment processors, analytics tools, authentication providers, email providers, or open-source software.

Your use of third-party services may be subject to separate terms and privacy policies. Exokern is not responsible for third-party services, third-party content, or third-party failures unless expressly required by law.

12. Fees and Payment

If you purchase paid Services, you agree to pay all applicable fees, taxes, and charges according to the applicable order form, checkout page, subscription plan, or written agreement.

Fees are non-refundable except as expressly stated in writing or required by law.

We may suspend access to paid Services for non-payment after reasonable notice. You are responsible for all taxes other than taxes based on Exokern's net income.

The current public website implementation does not include a payment processor. This section applies if paid Services are introduced or covered by a separate written agreement.

13. Beta Services

Exokern may offer beta, preview, experimental, early-access, or evaluation features. Beta Services are provided for testing and evaluation only.

Beta Services are provided as-is, may be changed or discontinued at any time, may contain errors, and should not be used in production or for critical purposes.

14. Intellectual Property

Exokern and its licensors own all rights, title, and interest in and to the Services, including software, systems, workflows, skills, designs, interfaces, models, documentation, logos, trademarks, trade names, and content.

Except as expressly stated, these Terms do not grant you any ownership rights in the Services.

You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works from the Services except as expressly permitted by law or written agreement.

15. Feedback

If you provide feedback, suggestions, ideas, improvements, or recommendations, you grant Exokern a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.

16. Confidentiality

Each party may receive confidential information from the other. Confidential information includes non-public business, technical, financial, product, security, customer, and strategic information.

The receiving party must use confidential information only to perform under these Terms and must protect it using reasonable safeguards.

Confidentiality obligations do not apply to information that is public, already known without restriction, independently developed, lawfully received from a third party, or required to be disclosed by law.

17. Privacy and Data Protection

Our processing of personal information is described in our Privacy Policy.

If Exokern processes personal information on your behalf as a service provider or processor, the parties may need to enter into a separate Data Processing Addendum.

You are responsible for determining whether your use of the Services complies with privacy, data protection, consumer protection, employment, sector-specific, and AI-related laws.

18. Copyright Complaints

If you believe that content on the Services infringes your copyright, you may send a takedown notice to Exokern Legal.

Copyright contact: Exokern Legal. Email: hello@exokern.com. Mailing address: Exokern Lab, Germany.

Your notice must include your signature, identification of the copyrighted work, identification of the allegedly infringing material, your contact information, a good-faith statement that the use is not authorized, and a statement that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

We may remove allegedly infringing content and terminate repeat infringers.

19. Export Controls and Sanctions

You may not use the Services in violation of applicable export control, dual-use, sanctions, or trade restriction laws, including those of the European Union, the Federal Republic of Germany, and the United States.

You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions and that you are not listed on any applicable restricted party list.

20. Disclaimers

THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXOKERN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, AND ERROR-FREE OPERATION.

EXOKERN DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, UNINTERRUPTED, ERROR-FREE, FREE FROM HARMFUL COMPONENTS, OR SUITABLE FOR YOUR INTENDED PURPOSE.

YOU USE THE SERVICES AND OUTPUTS AT YOUR OWN RISK.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXOKERN WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, REPUTATIONAL HARM, PROCUREMENT OF SUBSTITUTE SERVICES, OR FAILURE OF AI OUTPUTS, EVEN IF EXOKERN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXOKERN'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID TO EXOKERN FOR THE SERVICES IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR EUR 100.

Nothing in this section limits or excludes liability for intent or gross negligence, for injury to life, body, or health, for breach of an essential contractual obligation to the extent such limitation is not permitted under applicable law, or for liability under mandatory statutory law, including the German Product Liability Act (Produkthaftungsgesetz).

The limitations in this section otherwise apply regardless of the legal theory, whether contract, tort, negligence, strict liability, warranty, statute, or otherwise. Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.

22. Indemnification

You will defend, indemnify, and hold harmless Exokern, its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the Services, your User Content, your outputs or use of outputs, your violation of these Terms, your violation of law, your violation of third-party rights, your use of regulated, sensitive, or prohibited data, or your products, services, business operations, or customer relationships.

Exokern may control the defense of any matter subject to indemnification, and you must cooperate reasonably.

23. Suspension and Termination

We may suspend or terminate your access to the Services if we reasonably believe that you violated these Terms, your use creates legal, security, operational, or reputational risk, your account is compromised, you fail to pay amounts due, we are required to do so by law, or continued provision of Services would expose Exokern or others to liability.

Upon termination, your right to use the Services ends immediately. Sections that by their nature should survive will survive, including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

24. Governing Law

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

25. Dispute Resolution; Venue

The parties will first attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Services through direct negotiation.

To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is the registered seat of Exokern in Germany. Exokern may also bring claims against you at your place of business.

This section does not prevent either party from seeking injunctive or equitable relief for intellectual property infringement, confidentiality breaches, unauthorized access, or misuse of the Services before any competent court.

26. Notices

We may provide notices by email, in-product notice, website posting, or other reasonable means.

You may contact Exokern at hello@exokern.com. Legal mailing address: Exokern Lab, Germany

27. Changes to These Terms

We may update these Terms from time to time. If changes are material, we will provide reasonable notice.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms.

28. Miscellaneous

These Terms are the entire agreement between you and Exokern regarding the Services, unless a separate written agreement applies.

If any provision is unenforceable, the remaining provisions remain effective. You may not assign these Terms without our prior written consent. Exokern may assign these Terms in connection with a merger, acquisition, restructuring, financing, or sale of assets.

No waiver is effective unless in writing. Exokern is not liable for delay or failure caused by events beyond its reasonable control.