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Kestra Cloud Terms of Service

Last Updated: 14 September 2026

These Terms of Service (“Terms”) govern your access to and use of Kestra Cloud, the hosted and managed version of the Kestra orchestration platform, together with the management console, documentation, and related services we make available (collectively, the “Service”). The Service is provided by the Kestra entity identified in Section 1 (Contracting Entity) (“Kestra,” “we,” “us,” or “our”).

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to these Terms. If you are agreeing on behalf of a company or other organization, you represent that you have authority to bind it, and “you” and “Customer” mean that organization. Our Privacy Policy (https://kestra.io/kestra-cloud-privacy-policy) describes how we handle personal information and is incorporated into these Terms.

The Service is offered for business and professional use. If you and Kestra have signed a separate written agreement or order form covering the Service, that agreement governs to the extent it conflicts with these Terms. These Terms do not apply to the self-managed Kestra Enterprise Edition, which is licensed under a separate agreement, or to the open-source Kestra project, which is licensed under its own open-source license terms.

If your contracting entity is Kestra Technologies Inc., these Terms include a mandatory arbitration agreement and a class-action waiver in Section 18, which affect how disputes between us are resolved. If your contracting entity is Kestra Technologies SAS, Annex A governs disputes instead. If you do not agree to these Terms, do not access or use the Service.

1. The Service

What We Provide. We provision and operate one or more managed Kestra instances for you on our cloud infrastructure and make them available over the internet. Each instance runs the Kestra application, where your users author and run workflows and where you manage access to flows and namespaces (the “App”). Separately, we provide a management console where your administrators manage instances, usage, billing, and settings and purchase additional instances and capacity (the “Console”). The App and the Console each have their own user and role management, and you control access to each. References to the Service include both. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable right to access and use the Service during the term for your internal business purposes.

Contracting Entity. Kestra provides the Service through two entities. The entity that contracts with you, invoices you, and is your counterparty under these Terms is determined by the billing address on your account: Kestra Technologies Inc., a Delaware corporation, for customers with a billing address in the United States, Canada, Mexico, the Caribbean, and Central and South America; and Kestra Technologies SAS, a French société par actions simplifiée (RCS 900 427 873), 81 rue du Pré Catelan, 59110 La Madeleine, France, for customers with a billing address anywhere else. Annex A (Regional Terms) identifies each entity and the governing law and dispute-resolution provisions that apply to it, and forms part of these Terms. If your billing address changes, the corresponding entity becomes your counterparty at the start of your next subscription term, on these same Terms.

How the Service Runs. By default, we host both the orchestration components of the Service and the compute that executes your workflows. You may instead elect, where the Service supports it, to run task execution on infrastructure you control in your own cloud environment. If you do, you are responsible for that infrastructure, and Customer Content (as defined in Section 7) processed there remains in your environment except for logs, metadata, and other operational information transmitted to the Service.

Region. You select the region in which your instance is provisioned from the regions we offer at the time. Customer Content for that instance is hosted in the selected region, except that operational, account, billing, support, and telemetry data may be processed elsewhere, including in the United States, as described in our Privacy Policy.

Changes to the Service. We improve and change the Service over time. We may add, modify, or discontinue features, capabilities, plans, and included quotas, and may make particular capabilities available only on certain plans or as paid add-ons. We will not make a change that materially reduces the core functionality of the Service during a period for which you have prepaid or committed, without offering you a refund or credit of fees paid for the affected period, together with any prepaid, unused fees, if you terminate as a result.

Version Support and Upgrades. We operate the Service on supported versions of the Kestra software and work to keep all instances current. If the version running on your instance is scheduled to become unsupported, we will notify you in advance and give you a reasonable period to upgrade to a supported version. If you have not upgraded by the end of that period, we may apply the upgrade to your instance. An upgrade may change the behavior of workflows, plugins, integrations, or configurations that depend on version-specific behavior, and you are responsible for testing and adapting Customer Content accordingly. Subject to Section 16, we are not responsible for the consequences of an upgrade we apply after the notice period has run, including workflow failures, errors, or downtime. We may apply an update sooner, and with shorter notice or none, where we reasonably believe it is necessary to address a security vulnerability, a legal or third-party licensing requirement, or a risk to the Service, to us, or to others.

Beta Features. We may offer features identified as alpha, beta, preview, or early access. These are optional, provided as-is and without warranty or availability commitment, may be changed or withdrawn at any time, and are not recommended for production workloads.

2. Accounts, Users, and Security

Eligibility. You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for organizations and their technical personnel and is not designed or marketed for personal, family, or household use.

Account Information. You agree to provide accurate account and billing information and to keep it current. We may rely on instructions and actions taken through your account and by anyone using credentials issued under it.

Users. You may permit your employees, contractors, and other personnel (“Users”) to use the Service, including through named user accounts, service accounts, and API keys created under your account. You are responsible for your Users’ compliance with these Terms and for all activity under your account. The Service offers access controls, single sign-on, audit logs, and secrets management; configuring and using them appropriately is your responsibility.

Security of Credentials. You are responsible for safeguarding account credentials, API keys, tokens, and any secrets or credentials you load into the Service. Notify us promptly at hello@kestra.io if you learn of any unauthorized access to or use of your account.

Our Security. We maintain administrative, technical, and physical safeguards designed to protect the Service and Customer Content, including logical isolation of customer instances. No security measure is perfect, and we do not guarantee that the Service cannot be compromised.

3. Free Trials

We may offer a free trial of the Service. The length of the trial, who is eligible, and which features are included are those we specify at signup or in writing. Trials are limited to one per organization unless we agree otherwise, and we may change or discontinue trial offerings at any time.

Trial access is provided as-is, without warranties, service-level commitments, or support obligations of any kind, and may be subject to reduced quotas and feature limits. At the end of the trial, if you have given us a payment method, your use converts to paid use at the rates then in effect unless you cancel first. If you have not, access ends unless you subscribe. We may also suspend or terminate trial access at any time. We may delete instances and Customer Content associated with a trial that does not convert, following the deletion practice in Section 13.

4. Fees, Metering, and Payment

Usage-Based Fees. Fees for the Service are based on your usage, together with any fixed components, plan fees, or add-ons you select. Fees, meters, included allowances, and plan terms are those displayed in the Console or otherwise presented to you at the time of purchase, as updated from time to time. We may change our pricing prospectively; changes take effect at the start of the next monthly billing period after we notify you through the Console or by email, except that a change to the fixed component of an annual subscription applies at renewal.

Metering. Usage is measured by our systems, and those measurements are the basis for invoicing. You can monitor usage in the Console. If you believe a measurement is materially inaccurate, notify us within thirty (30) days of the invoice and we will review it in good faith.

Invoicing and Payment. Unless an order form says otherwise, usage is billed monthly in arrears. We issue an invoice at the start of each monthly billing period for the prior period, and charge the payment method on file through our third-party payment processor when the invoice is issued. You authorize us to charge that payment method for all fees and taxes due.

Spend Limits. Where we make spend limits or usage alerts available in the Console, you may set them. A spend limit is a tool for managing consumption, not a cap on what you owe: you remain responsible for fees for usage actually incurred, including usage above a limit before enforcement takes effect. We may pause, throttle, or suspend workloads when a spend limit is reached.

Taxes. Fees are exclusive of sales, use, value added, and similar taxes. You are responsible for those taxes, other than taxes on our net income. Where your contracting entity is Kestra Technologies SAS, we will charge VAT where required, and the reverse charge may apply if you are a business established in another EU member state and give us a valid VAT identification number.

Late Payment. Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, and we may suspend the Service under Section 5 until payment is current.

Refunds. Except for the refunds and credits expressly provided in Sections 1, 5, 14, and 15, or where required by law, fees are non-refundable and payment obligations are non-cancelable.

Subscription Term. You select a monthly or annual subscription in the Console. Monthly is the default and renews each month. An annual subscription runs for twelve (12) months, applies the discount displayed at the time of purchase, and requires payment in advance of the fixed component of your fees for the full term; metered usage is billed monthly in arrears under either option. Each subscription renews automatically for a further term of the same length at the rates then in effect unless you cancel in the Console before the current term ends, and we will send a reminder before an annual subscription renews. Prepaid fixed fees are not refunded on cancellation or termination for cause during a term, except as provided in Sections 1, 5, 14, and 15.

Changes to Your Subscription. You may add instances, capacity, retention, or other add-ons during a term through the Console. An addition takes effect when it is provisioned, its fixed component is prorated for the remainder of the current term and billed on your next monthly invoice, and any metered usage it generates is billed as incurred. Additions do not extend or shorten your current term. Reductions take effect at the start of the next term unless we agree otherwise, and prepaid fixed fees for a reduced or removed item are not refunded.

Discounts, Add-Ons, and Order Forms. We may apply discounts, add-ons, and support tiers to your account. These Terms govern all self-serve use of the Service. Enterprise and other sales-led customers may purchase the Service under a separate order form, which controls over these Terms to the extent of any conflict and applies only to the customer named in it.

5. Term, Suspension, and Termination

Term. These Terms begin when you first accept them or access the Service and continue until terminated. The Service is provided on the monthly or annual subscription you select under Section 4, or as an order form provides.

Termination for Convenience. You may cancel your subscription or close your account at any time through the Console or the billing portal we make available. Termination takes effect at the end of the then-current subscription term — the end of the billing month for a monthly subscription — and you remain responsible for fees for usage incurred through that date, with prepaid fixed fees treated as described in Section 4. We may terminate these Terms or discontinue the Service on thirty (30) days’ notice, and will refund or credit any fees paid for Service not provided, together with any prepaid, unused fees.

Termination for Cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure within fifteen (15) days after notice, or if the other becomes insolvent or subject to a bankruptcy or similar proceeding.

Suspension. We may suspend, throttle, or limit all or part of the Service, with notice where practicable, if: (a) fees are past due; (b) your usage exceeds an applicable spend limit, quota, or technical limit; (c) we reasonably believe your use violates Section 6 or applicable law; (d) your use poses a security, integrity, or availability risk to the Service, to us, or to others; (e) we are required to do so by law; or (f) we receive a notice of claimed infringement under Section 10. We will restore the Service promptly once the cause for suspension is resolved, except as provided in Section 10. Suspension does not relieve you of payment obligations for the period of suspension unless the suspension was our error or a suspension under clause (f) is lifted because the notice is withdrawn or the material is restored following a counter-notice, in which case we will credit fees for the suspended period.

Effect of Termination. On termination, your right to access the Service ends, except for the limited post-termination export access described in Section 13, and all fees incurred through the termination date become immediately due. Sections 4 and 6 through 11 and 13 through 19, and any other provision that by its nature should survive, survive termination.

6. Acceptable Use

You are responsible for the workflows, code, configurations, and integrations you run on the Service and for the purposes for which you use it. You agree not to use the Service, and not to permit any User or third party to use the Service, to:

  • violate any law or regulation, or infringe or misappropriate any intellectual property, privacy, or other right of a third party;
  • transmit, store, or execute malware, ransomware, exploits, or other malicious code, other than in a controlled security-research context you are authorized to conduct;
  • mine cryptocurrency, or otherwise consume compute resources primarily for their own sake rather than for orchestration of your business workloads;
  • conduct denial-of-service attacks, port scanning, credential stuffing, bulk unsolicited messaging, scraping in violation of a third party’s terms, or any other activity that attacks, overloads, or impairs a third party’s systems or the Service;
  • gain or attempt to gain unauthorized access to the Service, another customer’s instance or data, or our infrastructure, or circumvent quotas, spend limits, metering, or other technical restrictions;
  • resell, sublicense, or make the Service available to third parties as a service bureau or hosting offering, other than using the Service to deliver your own products and services to your customers; or
  • copy, reverse engineer, or decompile the Service, or use the Service to build a competing hosted orchestration product, except to the extent this restriction is unenforceable under applicable law or the relevant components are separately licensed to you under an open-source license.

High-Risk Use. The Service is not designed for use where failure or delay could lead to death, personal injury, or severe physical or environmental damage, and you will not use it for those purposes.

Enforcement. We have no obligation to monitor use of the Service, but we may investigate suspected violations and may suspend under Section 5, remove or disable offending content or workloads, and report activity we believe is unlawful. Claims of copyright infringement are handled under Section 10. We may update this Section from time to time to address new forms of abuse; material changes are subject to Section 17.

7. Customer Content and Data Protection

Your Content. “Customer Content” means the workflows, code, scripts, configurations, credentials, secrets, inputs, outputs, logs, and other data you or your Users submit to, generate in, or process through the Service. As between you and Kestra, you own Customer Content and all rights in it. You grant us a non-exclusive, worldwide license to host, copy, transmit, display, and process Customer Content solely to provide, secure, and support the Service and as otherwise permitted by these Terms.

Your Responsibility. You are responsible for Customer Content and for the code and workflows you run, including their accuracy, legality, and effects; for the credentials, secrets, and access you grant the Service to your own and third-party systems; for backing up Customer Content you cannot afford to lose; and for having all rights, notices, and consents needed for us to process Customer Content as contemplated by these Terms. You will not submit to the Service any data that requires protections beyond those described in these Terms and our Privacy Policy — including protected health information, payment card data, or government-classified information — unless we have agreed in writing to receive it.

Our Role. Where Customer Content includes personal data, you are the controller or business and we act as your processor or service provider, processing that data only on your documented instructions to provide the Service, to secure and support it, as described in Section 10, and as required by law. Our standard data processing addendum, available at https://kestra.io/dpa, governs that processing, is entered into with your contracting entity, and is incorporated into these Terms. If the parties execute a different data processing addendum, that agreement controls.

Aggregate and Service Data. We collect operational and usage information about the Service, such as counts of executions, tasks, and other resources, feature and plugin usage, and environment information. We may use this information, and de-identified or aggregated data that does not identify you, your Users, or Customer Content, to operate, secure, support, analyze, and improve the Service. We do not sell Customer Content, and we do not use Customer Content to train generally available machine-learning models.

Data Location and Retention. Customer Content is stored in the region you select and retained for the retention window applicable to your plan or as you configure in the Service. When Customer Content ages out of that window, or when you delete it, we delete it from active systems, and residual copies may persist in routine backups for a limited period. Section 13 governs deletion on termination.

Security Incidents. We will notify you without undue delay after becoming aware of a breach of security leading to the unauthorized access, disclosure, or destruction of Customer Content in our systems, and will provide the information reasonably available to us about the incident and our response.

8. Third-Party Services, Plugins, and AI Features

Third-Party Services. The Service connects to databases, cloud services, APIs, and other systems you choose, including through plugins. Your use of those systems is governed by your agreements with their providers, and you are responsible for the credentials you supply and for complying with those agreements. We are not responsible for third-party services or for any act, omission, outage, cost, or data loss attributable to them.

AI Features. The Service includes optional AI-assisted features, such as workflow authoring assistance. When you use them, your inputs are transmitted to our AI model provider to generate a response. Outputs are generated automatically, may be inaccurate or incomplete, and are not advice of any kind; you are responsible for reviewing and testing any output before relying on it or running it in production. Do not submit information through AI features that you are not permitted to disclose to a service provider. Our Privacy Policy describes how AI inputs are handled and the restrictions we place on our model provider.

9. Intellectual Property

Our Rights. We and our licensors own the Service, including its software, infrastructure, interfaces, documentation, and the Kestra name, logos, and other marks, and all intellectual property rights in them. Except for the limited rights granted in these Terms, no rights are granted to you, whether by implication, estoppel, or otherwise.

Open Source. The Service incorporates open-source software, including the Kestra open-source project. Nothing in these Terms limits your rights under the applicable open-source licenses, which govern your use of those components as distributed under them.

Feedback. If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, royalty-free right to use it without restriction or obligation to you. Feedback is given voluntarily and is not your Confidential Information (as defined in Section 11).

Publicity. Neither party will use the other’s name or logo publicly without prior written consent, except that you may state that you use the Service and we may identify you internally and to prospective customers under confidentiality.

We respond to notices of claimed copyright infringement concerning material stored on the Service in accordance with the Digital Millennium Copyright Act. Annex B (DMCA Notices) sets out how to send a notice of claimed infringement to our designated agent, how to send a counter-notice, and how we respond. It forms part of these Terms.

We may remove or disable access to material we believe in good faith to be infringing, and will take reasonable steps to notify the affected customer promptly, where permitted. Removal may require suspending the affected workflow, instance, or account. Notwithstanding Section 5, we will terminate, in appropriate circumstances, the accounts of customers and Users who are repeat infringers.

11. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Customer Content is your Confidential Information. Non-public information about the Service, including pricing and technical and security information, is our Confidential Information.

The receiving party will use the disclosing party’s Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will disclose it only to its personnel and advisors who need it and are bound by confidentiality obligations at least as protective as these. Confidential Information does not include information that is or becomes public without breach, was known to the recipient without a duty of confidentiality, is independently developed without use of the disclosing party’s information, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, or as contemplated by Section 10, giving prompt notice where legally permitted so the other party may seek protective treatment. These obligations continue for three (3) years after termination, and for trade secrets for as long as they remain trade secrets.

12. Service Availability and Support

Availability. We monitor the Service’s availability on an ongoing basis and target high availability as an operational goal, but these Terms do not include a service-level agreement, uptime commitment, or service credits. Any uptime figure we publish, communicate, or reference — including in marketing materials, status pages, or documentation — is an internal target only and is not a warranty or contractual obligation. If we adopt a service-level agreement, we will publish it or agree it in an order form, and it will apply only from the date it takes effect and only to the customers it names. Any availability commitment we later adopt will exclude scheduled and emergency maintenance, suspensions permitted under these Terms, issues caused by Customer Content, your configurations or code, infrastructure you control, or third-party services, and events described in Section 19.

Maintenance. We may perform maintenance that temporarily limits availability, and will use commercially reasonable efforts to give advance notice of planned maintenance expected to cause material disruption.

Support. Standard support is provided through the channels described in the Console or documentation, on commercially reasonable efforts. Enhanced support, response-time commitments, and dedicated assistance are available only if purchased under an order form.

13. Data Export and Deletion on Termination

For thirty (30) days after termination or expiration, we will make Customer Content still within your plan’s retention window available to you for export, through limited access to the Service or on written request. Because retention windows are short on some plans, Customer Content may already have aged out of the Service before termination, and we have no obligation to restore it or to retain Customer Content after the export period.

After that period, we will delete or de-identify Customer Content and decommission your instance, except for information we are required to retain by law or that persists in routine backups, which we will delete in the ordinary course. You may also ask us in writing at any time, during or after the term, to delete Customer Content, and we will do so within a reasonable period, subject to legal retention obligations and the routine backup cycle. On request within the export period, and at our then-current rates, we may provide reasonable assistance with export. We may delete Customer Content sooner following termination for cause under Section 5 or where an account has been closed at your direction.

14. Warranties and Disclaimers

Mutual. Each party represents that it has the authority to enter into these Terms and will comply with laws applicable to its performance.

Our Warranty. We warrant that we will provide the Service in a professional and workmanlike manner consistent with generally accepted industry practice. Your exclusive remedy for breach of this warranty is our re-performance of the affected Service or, if we cannot do so within a reasonable period, termination and a refund or credit of fees paid for the affected period, together with any prepaid, unused fees.

Service Outages. To the fullest extent permitted by law, and subject to Our Warranty above, we disclaim liability for service outages caused by maintenance, failures of our hosting, telecommunications, or power providers, malicious code, denial-of-service attacks, natural disasters, or any other cause beyond our reasonable control. This provision is not intended to disclaim liability that we may not disclaim under applicable law.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND KESTRA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT ANY WORKFLOW WILL EXECUTE WITHOUT DELAY, FAILURE, OR LOSS OF DATA. FREE TRIALS, BETA FEATURES, AND AI-GENERATED OUTPUT ARE PROVIDED WITHOUT ANY WARRANTY.

15. Indemnification

By You. You will defend Kestra and its officers, directors, employees, agents, affiliates, and licensors (each a “Kestra Party”) against any third-party claim arising out of or related to Customer Content, your workflows or code, your use of the Service in violation of these Terms or applicable law, or your use of third-party services through the Service, and will indemnify and hold the Kestra Parties harmless from any damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, finally awarded or agreed in settlement. This obligation survives termination and your use of the Service.

By Us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Content, your code or configurations, combinations with items not provided by us, modifications not made by us, open-source components governed by their own licenses, or use after we notify you to stop. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right for you to continue using it, modify or replace it to make it non-infringing, or terminate the affected Service and refund or credit fees paid for the terminated Service for the period after termination, together with any prepaid, unused fees. This Section states our entire liability for claims of infringement.

Procedure. The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense, and provide reasonable cooperation at the indemnifying party’s expense. No settlement that imposes liability or an admission on the indemnified party may be made without its consent.

16. Limitation of Liability

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, NEITHER PARTY, NOR ANY KESTRA PARTY, WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. THIS PROVISION IS NOT INTENDED TO EXCLUDE LIABILITY THAT WE MAY NOT EXCLUDE UNDER APPLICABLE LAW.

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. FOR FREE TRIALS AND BETA FEATURES, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

“Excluded Claims” means your payment obligations, your indemnification obligations under Section 15, your breach of Section 6 (Acceptable Use) or of our intellectual property rights, and either party’s fraud, gross negligence, or willful misconduct. Our indemnification obligation under Section 15 is subject to the limits in this Section. These limits apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions, and in those jurisdictions liability is limited to the greatest extent permitted by law.

17. Changes to These Terms

We may update these Terms from time to time. If a change is material, we will give at least thirty (30) days’ notice by email or through the Console before it takes effect. Changes apply prospectively, and your continued use of the Service after the effective date constitutes acceptance. If you do not agree to a material change, you may terminate under Section 5 before it takes effect. Changes required by law or addressing security or abuse may take effect immediately. This Section does not apply to Section 18, which may be amended only as provided in that Section.

18. Disputes; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND IT WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

This Section applies only if your contracting entity is Kestra Technologies Inc. If your contracting entity is Kestra Technologies SAS, this Section does not apply to you, and Annex A governs governing law and disputes instead.

Except as stated below, you and Kestra agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms, the Service, or the relationship between us, whether in contract, tort, statute, or otherwise (each, a “Covered Matter”), will be resolved as set out in this Section.

Informal Resolution. Before starting an arbitration or filing suit, the complaining party will send the other party a written description of the Covered Matter, the relief sought, and its contact and account information — to us at hello@kestra.io, or to you at the email address on your account — and will allow sixty (60) days for the parties to reach an amicable resolution. Completing this step is a condition to starting a proceeding, and any applicable limitations period is tolled while it runs. This requirement does not apply to matters within the Exceptions below or to indemnification demands under Section 15.

Arbitration. These Terms evidence a transaction involving interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this Section. Covered Matters must be asserted individually in binding arbitration before a single arbitrator, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, seated in New Castle County, Delaware, and conducted by document submission, telephone, or videoconference where the arbitrator permits in order to limit cost. The arbitrator, and not any court or agency, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this Section, including any claim that all or part of it is void or voidable. The arbitrator will decide the substance of all claims in accordance with applicable law, will honor all privileges recognized by law, and, where the relief sought exceeds $5,000, will issue a decision that includes the essential findings and conclusions on which the award is based. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.

Class Action Waiver. COVERED MATTERS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY. The arbitrator may not conduct any class, collective, consolidated, or representative proceeding, may not join or consolidate claims of more than one party, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s claim. If this waiver is held unenforceable as to a particular claim, that claim (and only that claim) will proceed in court under the Judicial Forum provision below, and the remaining claims will proceed in arbitration.

Exceptions. There are three exceptions to arbitration. First, either party may seek injunctive or other interim relief in a court of competent jurisdiction for actual or threatened infringement or misuse of its intellectual property or Confidential Information. Second, either party may bring an individual claim in small claims court if the claim and the parties qualify and the matter remains there on an individual, non-representative basis. Third, we may bring an action in court to collect amounts you owe us.

Costs of Arbitration. Filing, administration, and arbitrator fees are governed by the AAA’s rules. Each party bears its own attorneys’ fees and costs, except as awarded by the arbitrator under the prevailing-party provision in Section 19 or as required by applicable law.

Opt-Out. YOU MAY REJECT THIS AGREEMENT TO ARBITRATE by emailing an opt-out notice to hello@kestra.io within thirty (30) days after you first accept these Terms, stating your name, your organization, and the email address associated with your account. If you are an existing customer when this Section is first posted, you have thirty (30) days from that posting. This is the only way to opt out. Opting out does not affect any other provision of these Terms, including the Judicial Forum, jury waiver, limitation-period, and governing-law provisions below.

Future Amendments. An amendment to this Section will not apply to a claim already filed before the amendment takes effect. If you do not agree to an amendment, you may terminate under Section 5 within thirty (30) days of notice and will not be bound by it.

Judicial Forum. If this agreement to arbitrate is found not to apply to you or to a particular Covered Matter, or a Covered Matter falls within an exception above, that matter must be brought exclusively in the state or federal courts located in New Castle County, Delaware, except that claims within the first and second Exceptions above may be brought in any court of competent jurisdiction. Each party consents to the personal jurisdiction of those courts and WAIVES ANY RIGHT TO A TRIAL BY JURY.

Limitation Period. Regardless of any statute or law to the contrary, any Covered Matter must be filed within one (1) year after the claim or cause of action arose, or it is permanently barred. This does not apply to claims for unpaid fees, for refunds or billing adjustments, or for indemnification, which accrue on final resolution of the underlying claim.

Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods, except that the Federal Arbitration Act governs this Section.

19. General

Prevailing Party. In any proceeding to enforce these Terms, the arbitrator or court may award the prevailing party its reasonable attorneys’ fees and costs.

Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or utility failures, cloud-provider outages, denial-of-service attacks, and government action.

Notices. You consent to receive notices and to transact with us electronically. We may give notice by email to the address on your account, through the Console, or by posting on our website, effective on dispatch. Notices to us are effective when received and must be sent to hello@kestra.io and, for legal notices, to the address of your contracting entity in Annex A. Notices under Sections 10 and 18 may be given by email to hello@kestra.io.

Assignment. You may not assign or delegate these Terms without our prior written consent, and any attempted assignment without consent is void. We may assign these Terms without restriction. These Terms bind and benefit each party’s successors and permitted assigns.

Export and Sanctions. You represent that you are not located in, and will not use the Service in, a country or region subject to comprehensive U.S. sanctions, and that you and your Users are not persons with whom U.S. persons are prohibited from dealing. You will comply with applicable export control and sanctions laws.

Availability by Location. The Service is offered from the United States and the European Union by the contracting entity identified in Section 1 and Annex A. We make no representation that the Service is appropriate or available for use in every location, and you are responsible for compliance with the laws of the location from which you access it.

Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries, except that the Kestra Parties are intended third-party beneficiaries of Sections 15, 16, and 18.

Entire Agreement; Order of Precedence. These Terms, including Annex A, together with the Privacy Policy, any data processing addendum, and any order form, are the entire agreement between the parties about the Service and supersede all prior discussions and agreements. In case of conflict, an order form controls, then a data processing addendum, then Annex A, then the rest of these Terms. Any purchase order or vendor terms you issue are of no effect. These Terms may not be modified by an oral statement by any of our representatives.

No Waiver; Severability. Our failure to exercise or enforce any right or provision of these Terms is not a waiver of it, and no waiver is binding unless in writing. If any provision is held invalid or unenforceable, it will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original, and the remainder of these Terms will continue in effect.

Headings; Construction. Section titles are for convenience only and have no legal effect. These Terms will not be construed against the drafter.

Electronic Communications. You agree that agreements made between you and us in electronic form are as legally binding as if made in physical written form, and that electronic notices, agreements, and records satisfy any requirement that they be in writing.

20. Contact

Questions about these Terms: hello@kestra.io. The contracting entities and their addresses are listed in Annex A.

Annex A — Regional Terms

This Annex forms part of the Terms and identifies your contracting entity and the governing law and dispute-resolution provisions that apply to it, based on the billing address on your account.

A1. United States, Canada, Mexico, the Caribbean, and Central and South America

Contracting Entity. Kestra Technologies Inc., a Delaware corporation, 251 Little Falls Drive, Wilmington, Delaware 19808, United States.

Governing Law and Disputes. Section 18 (Disputes; Binding Arbitration) applies in full, including Delaware governing law, AAA arbitration on an individual basis, the class-action waiver, and the judicial forum and jury waiver stated in that Section.

A2. All Other Countries

Contracting Entity. Kestra Technologies SAS, a French société par actions simplifiée (RCS 900 427 873), 81 rue du Pré Catelan, 59110 La Madeleine, France.

Governing Law. These Terms are governed by the laws of France, without regard to conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods.

Disputes. Section 18 does not apply. Any dispute arising out of or relating to these Terms or the Service will be submitted to the exclusive jurisdiction of the courts of Lille, France, except that either party may seek injunctive or other interim relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, and we may bring an action to collect amounts you owe us in any court of competent jurisdiction.

Mandatory Local Law. Nothing in these Terms deprives you of the protection of provisions of the law of your country of establishment that cannot be varied by agreement, and any provision of these Terms that conflicts with those provisions does not apply to you to the extent of the conflict.

Limitation Period. The one-year limitation period in Section 18 does not apply; statutory limitation periods apply instead.

Taxes. Fees are exclusive of VAT, which we will charge where required, subject to the reverse-charge mechanism described in Section 4.

A3. Common Provisions

Except as stated in this Annex, all other provisions of these Terms apply to both entities on the same basis, and references to “Kestra,” “we,” “us,” and “our” mean your contracting entity.

Each entity is responsible only for its own obligations to its own customers under these Terms, and neither entity is liable for the acts or omissions of the other.

Annex B — DMCA Notices

This Annex forms part of the Terms and describes how we respond to notices of claimed copyright infringement concerning material stored on the Service, in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512.

B1. Designated Agent

Send notices of claimed infringement to our designated agent:

DMCA Agent, Kestra Technologies Inc., 990 Biscayne Blvd, Office 701, Miami, Florida 33132, United States. Telephone: +1 (904) 341-8882. Email: dmca@kestra.io.

B2. Notice of Claimed Infringement

Your notice must include the following:

  • identification of the copyrighted work claimed to have been infringed, or a representative list if multiple works are covered by a single notice;
  • identification of the material claimed to be infringing, with information reasonably sufficient to let us locate it;
  • a description of your claim to the material, or your relationship to the copyright owner;
  • your full name, address, telephone number, and a working email address;
  • a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf; and
  • your signature, physical or electronic.

A notice that does not substantially comply with 17 U.S.C. § 512(c)(3) may not be effective, and a person who knowingly makes a material misrepresentation in a notice or counter-notice may be liable for damages under 17 U.S.C. § 512(f).

B3. Counter-Notice

If you believe material was removed or disabled by mistake or misidentification, you may send a counter-notice to the agent above containing the elements required by 17 U.S.C. § 512(g)(3), including your consent to the jurisdiction of the federal court for the district in which you are located (or, if outside the United States, the District of Delaware) and to accept service of process from the complaining party.

We will promptly forward a compliant counter-notice, and the information in it, to the party that submitted the original notice, and will tell that party we intend to restore the material. We may restore the material within ten (10) to fourteen (14) business days after we receive the counter-notice, unless the complaining party notifies us that it has filed an action seeking to restrain the allegedly infringing activity. Nothing in this Annex changes Section 18 or Annex A as between you and Kestra; the consent required by 17 U.S.C. § 512(g)(3) runs to the party that submitted the notice.

B4. Suspension and Repeat Infringers

Removal may require suspending the affected workflow, instance, or account. A suspension on this basis is governed by Section 5, including the fee credit that applies if the notice is withdrawn or the material is restored. Notwithstanding Section 5, we will terminate, in appropriate circumstances, the accounts of customers and Users who are repeat infringers. We have adopted and reasonably implement this policy, and account holders are informed of it through these Terms.