Kestra Cloud Terms and Condition

Effective Date: April 2, 2025

These Kestra Cloud Terms and Conditions (together with any applicable Order Form and incorporated documents, the “Agreement”) govern the use of Kestra Cloud Services provided by Kestra Technologies (“Kestra”) to the customer identified in the corresponding Order Form (“Customer”).

This Agreement becomes effective upon execution of a written Order Form or acceptance via an online click-through process. In the event of any conflict between these Terms and an Order Form, the terms of the Order Form shall prevail.

1. Definitions

1.1 Cloud Services

Access to Kestra’s cloud-hosted orchestration platform and associated software services.

1.2 Services

Collectively refers to the Cloud Services and any Professional Services provided under this Agreement.

1.3 Customer

The party identified in the Order Form that has purchased the Services from Kestra and agreed to be bound by this Agreement.

1.4 Authorized Users

Customer’s employees, agents, or authorized individuals permitted by Customer to access the Cloud Services.

1.5 Customer Data

All data, files, materials, and content provided by Customer in connection with the use of the Cloud Services.

1.6 Documentation

Publicly available user documentation for the Cloud Services, as updated by Kestra from time to time.

1.7 Instance

An instance corresponds to the set of Kestra Cloud services. Each instance has a list of flows, users, and executions that are distinct from other instances.

1.8 Feedback.

Refers to input, comments or suggestions regarding Kestra’s Services, business and technology direction and the possible creation, modification, correction, improvement or enhancement of the Cloud Service on the Services' performance and features.

1.9 Professional Services

Any consulting or advisory services provided by Kestra under this Agreement, as defined in the relevant Order Form.

2.0 Intellectual Property Rights

All current and future worldwide intellectual property rights, including patents, copyrights, trademarks, trade secrets, and related registrations or applications.

2.1 Affiliate

Any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of at least 50% of the voting securities.

2.2 Term

The duration of this Agreement, consisting of the Initial Term and any Renewal Terms.

2. Kestra Cloud Services

2.1 Provision of Services

Kestra will provide access to the Cloud Services during the Term, as described in the Order Form. The Cloud Services are provided solely on a hosted basis.

2.2 Service Updates

Kestra may update features, functionality, and the user interface of the Cloud Services at its discretion. Reasonable efforts will be made to address performance or availability issues reported by Customer.

2.3 Security and Privacy

Kestra maintains reasonable administrative, physical, and technical safeguards to protect Customer Data from unauthorized access or disclosure.

2.4 Discretionary Offerings

Customer may opt into beta features, POC trials, or temporary access to advanced features (“Discretionary Offerings”). These are provided “as-is” without warranties or support and may be withdrawn at Kestra’s discretion.

3. Customer Responsibilities and Use Restrictions

3.1 Data Processing Addendum

Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.

Furthermore, Customer agrees to the terms of Kestra’s Data Processing Addendum.

3.2 Feedback

Customer grants Kestra a perpetual, irrevocable, worldwide, royalty-free license to use any Feedback for any purpose, including incorporating it into the Services.

3.3 Responsibility for Data and Users

Customer is solely responsible for the content, accuracy, legality, and acquisition of necessary consents for Customer Data. Customer is also responsible for the actions of its Authorized Users.

3.4 Sensitive Data

Customer agrees not to submit sensitive personal data to the Cloud Services unless specifically approved by Kestra in writing.

3.5 Use Restrictions

Customer shall not (and shall not allow Authorized Users to) modify, reverse engineer, resell, sublicense, disrupt, or misuse the Cloud Services, nor exceed authorized usage parameters. Reassignment of Authorized User subscriptions is allowed but sharing credentials is not.

3.6 Security

Customer will maintain reasonable security standards for its Authorized Users’ use of the Cloud Services.

Customer will not conduct or authorize penetration tests of the Cloud Services without advance approval from Kestra.

4. Fees and Payment

4.1 Fees

Fees and payment terms are defined in the Order Form. Access to Cloud Services may be suspended for non-payment of undisputed amounts.

4.2 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all such taxes except those based on Kestra’s income.

4.3 Payment Terms

Payments are due within 30 days of invoice unless otherwise stated in the Order Form. Payments must be made without deduction or offset.

4.4 Late payments

In the absence of payment of an amount due on its due date within thirty (30) calendar days following receipt by Customer of a formal reminder notice by registered letter with acknowledgement of receipt, which has remained without effect, Kestra reserves the right to (i) suspend the Agreement, (ii) demand immediate payment of all amounts due by Customer, and/or (iii) terminate the Agreement, under the conditions set forth in "Termination for breach" section.

5. Ownership and Data Rights

5.1 Kestra IP

All rights in and to the Services remain the sole property of Kestra or its licensors. No rights are granted other than those expressly stated in this Agreement.

5.2 Grant of Rights

Kestra grants to Customer a non-exclusive and non-transferable right to use the Cloud Service (including its implementation and configuration), KESTRA Documentation solely for Customer’s internal business operations. Customer may use the Cloud Service world-wide, except Customer shall not use the Cloud Service from countries where such use is prohibited by Export Laws. Permitted uses and restrictions of the Cloud Service also apply to Kestra Documentation.

5.3 Customer Data

Customer retains ownership of its Data and grants Kestra a license to use such Data as necessary to provide the Services.

5.4 Aggregated Data

Kestra may aggregate and anonymize data from use of the Services for analytics and service improvements, provided it does not identify Customer or its Authorized Users.

5.5 No Exclusivity

Nothing in this Agreement restricts Kestra from offering similar Services to other customers.

6. Confidentiality

6.1 Obligations

Both parties agree to protect Confidential Information from unauthorized disclosure and use it only for purposes of this Agreement.

6.2 Exclusions and Required Disclosure

Confidentiality obligations do not apply to publicly available information, independently developed knowledge, or disclosures required by law, provided that notice is given when possible.

7. Term and Termination

7.1 Term

The Initial Term is one year from the Subscription Date unless otherwise stated. The Agreement automatically renews for successive periods unless terminated in writing 30 days prior to renewal.

7.2 Defaults

A party is in default if it fails to perform obligations or makes materially false representations.

7.3 Termination

Either party may terminate this Agreement if the other fails to cure a material breach within 30 days of written notice, or in cases of insolvency.

7.4 Post-Termination

Upon termination, Customer must cease use of the Services, delete Confidential Information, and pay any outstanding amounts.

8. Warranties and Liability

8.1 Mutual Warranties

Each party warrants that it has the authority to enter into this Agreement and will comply with applicable laws.

8.2 Customer Warranties

Customer warrants it has the right to provide Customer Data and that it will not violate any third-party rights or laws.

8.3 Kestra Warranties

Kestra warrants that the Cloud Services will materially perform in accordance with Documentation, and that Professional Services will be delivered in a professional manner.

8.4 Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES SUCH AS BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF REPUTATION . TOTAL LIABILITY OF KESTRA IS CAPPED AT THE AMOUNT PAID BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE CLAIM..

Such section shall survive the termination or expiration of the Agreement.

8.5 Disclaimer

Except as expressly stated, the Services are provided “as-is.” Kestra disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose.

9. Indemnification

9.1 Kestra’s Indemnity

Kestra will defend and indemnify Customer against third-party claims that the Cloud Services infringe intellectual property rights, except for claims resulting from unauthorized modifications or combinations.

9.2 Customer’s Indemnity

Customer agrees to defend and indemnify Kestra from claims arising from Customer’s use of the Services or Customer Data, except to the extent caused by Kestra’s breach.

9.3 Indemnity Procedures

Indemnification is subject to prompt notice, control of defense by the indemnifying party, and cooperation by the indemnified party.

10. General Terms

10.1 Governing Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with French law, excluding its conflict of laws’ rules. It is agreed that the language of the proceedings can be English.

In the event of a dispute between the Parties concerning its validity, interpretation or performance, the Parties shall endeavour to settle their dispute amicably within a maximum period of 30 calendar days. In case such amicable settlement fails the absence of an agreement within one month of the first notification by any means in writing sent by one Party to the other concerning the dispute concerned, the plaintiff can lodge a complaint before latter shall be subject to the exclusive jurisdiction of the courts of Paris (France), even in the event of multiple defendants and third-party claims.

10.2 Assignment

Neither party may assign this Agreement without prior written consent, except in connection with a merger or sale of substantially all assets, subject to the assignee’s assumption of all obligations under this Agreement.

10.3 Export Controls

Kestra and Customer shall comply with Export Laws in the performance of this Agreement. Kestra Confidential Information is subject to Export Laws. Customer, its Affiliates, and Authorized Users shall not directly or indirectly export, re-export, release, or transfer Confidential Information in violation of Export Laws. Customer is solely responsible for compliance with Export Laws related to Customer Data, including obtaining any required export authorizations for Customer Data. Customer shall not use the Cloud Service from Crimea/Sevastopol, Cuba, Iran, the People's Republic of Korea (North Korea), the so-called Luhansk Peoples Republic (LNR) and Donetsk Peoples Republic (DNR) or Syria.

10.4 Entire Agreement

This Agreement constitutes the complete understanding between the parties and supersedes all prior or contemporaneous proposals, communications, and agreements.

10.5 Modifications and Waivers

No amendment or waiver is effective unless in writing and signed by both parties. No failure or delay in exercising rights shall be deemed a waiver.

10.6 Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, or labor disruptions.

10.7 Compliance with Laws

Each party will comply with all applicable anti-corruption laws and export control regulations, including the U.S. Foreign Corrupt Practices Act and, to the extent applicable, the U.K. Bribery Act.

10.8 Publicity

Each party may reference the other as a customer or provider in marketing or press releases, subject to brand usage guidelines.

10.9 Notices

Notices must be in writing (email is sufficient) and sent to the addresses specified in the Order Form or to [email protected]. Notices are deemed received upon confirmation or 72 hours after dispatch, whichever is sooner.

10.10 Severability

If any provision is deemed unenforceable, it will be replaced with a valid provision that best reflects the original intent, and the rest of the Agreement will remain in full force.

10.11 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

10.12 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts (including electronically), each of which is deemed an original.

10.13 Headings

Section headings are for convenience only and do not affect the interpretation of this Agreement.

10.14 Survival

Provisions that are intended to survive termination, including Sections 3, 4, 5, 6, 7.4, 8.4, 8.5, 9, and 10, shall remain in effect after the Agreement ends.