Tokra — Terms of Use

Terms of Use

Contract terms for Tokra websites, products, APIs, SDKs, and related services.

Effective: 28 Aug 2025 Last Updated: 28 Aug 2025 Contact Legal

1) Introduction & Acceptance

Tokra is a technology brand. The service provider (contracting entity) is Tokra, LLC (United States).

By accessing or using Tokra websites, products, APIs, SDKs, and related services (collectively, the Service), you acknowledge that you have read, understood, and agree to these Terms. Your acceptance occurs by clicking “I agree” (where shown) or by using the Service. You may save or print a copy of these Terms for your records.

2) Key Definitions

  • Customer / you: the individual or entity using the Service.
  • Customer Content: data, prompts, text, files, or other materials you or your systems submit to or generate via the Service.
  • Software: any SDKs, client tools, or packages Tokra makes available for use with the Service.
  • Service Level Agreement (SLA): availability/performance commitments, if applicable, set in a product addendum or order.
  • Addenda: supplemental contractual documents (e.g., DPA, product-specific addendum, order form / subscription).
  • Sovereign Mode: a product or configuration enabled only by a separate written addendum executed between the parties.

3) License & Permitted Use

Tokra grants you a limited, non-exclusive, non-transferable license to access and use the Service in accordance with these Terms, any applicable Addenda, and your subscribed plan. You will comply with Rate Limits and technical guidelines described in our documentation.

You may not: (a) reverse engineer or decompile the Software; (b) circumvent access controls; (c) use the Service to build a competing service; or (d) misuse credentials or API keys.

Open-source components (if any) are governed by their own licenses, which prevail for those components.

4) Accounts & Security

You must provide accurate account information, safeguard your credentials, and promptly notify Tokra of any suspected unauthorized use. Tokra may suspend or restrict access for security risk, abuse, or non-payment.

5) Acceptable Use

You agree not to:

  • violate applicable law or third-party rights (including IP, privacy, publicity);
  • upload or generate harmful content (malware, spam/fraud, prompt-injection, child exploitation, incitement to violence, or other unlawful content);
  • evade Rate Limits or perform unapproved penetration testing;
  • misuse APIs, networks, or infrastructure resources.

Tokra may enforce this policy, including immediate suspension where necessary to protect users, systems, or rights.

6) Customer Content & Privacy

You retain ownership of Customer Content. You grant Tokra a limited license to process Customer Content solely to provide and secure the Service and to comply with applicable law.

Personal data processing is governed by the Privacy Policy, the Data Processing Addendum (DPA) where applicable, and Tokra’s published Subprocessors list.

Data export on exit. Upon termination or upon your reasonable request, Tokra will provide commercially reasonable assistance to export Customer Content in a standard format within a reasonable transition window. Reasonable fees may apply. Export and deletion remain subject to legal/forensic retention and security obligations.

7) Tokra IP

Tokra (and its licensors) own all rights, title, and interest in and to the Service and Software, including names, logos, copyrights, and patents/patent applications. No rights are granted except as expressly stated.

8) Fees, Taxes & Renewal (for paid subscriptions)

Fees are payable as specified in your plan or order; applicable taxes and charges may apply. You authorize the designated payment processor (e.g., Stripe) to collect amounts due.

Auto-renewal. Subscriptions renew on a recurring basis unless you cancel at least 15 days before the renewal date (or as stated in your order). We will provide reasonable advance notice of renewals.

Refunds/Cancellation. Unless your order or plan states otherwise, fees are non-refundable once activated, except to the extent required by applicable law.

9) Service Changes, Updates & Beta

Tokra may update or modify the Service from time to time and may discontinue features. We will use reasonable efforts to notify you of material changes. Beta/experimental features are provided “as is,” without performance commitments or support, to the maximum extent permitted by law.

10) Export Controls & Sanctions

You must comply with all applicable export control and sanctions laws and may not use the Service where prohibited. Tokra may suspend or terminate access where it believes a violation may occur.

11) Warranties & Disclaimers

The Service and Software are provided “as is” and “as available”. To the maximum extent permitted by applicable law, Tokra disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

12) Limitation of Liability

To the maximum extent permitted by applicable law:

  • Tokra is not liable for indirect, special, incidental, consequential, or punitive damages, or for lost profits, revenues, data, or replacement costs.
  • Tokra’s aggregate liability for all claims in any 12-month period is limited to the amounts you paid for the Service during that period (or an equivalent cap if no fees are payable), unless a different cap is agreed in writing.

This Section does not limit liability that cannot be excluded under applicable law.

13) Indemnification

You will defend, indemnify, and hold harmless Tokra, its affiliates, and their officers, directors, and employees from and against claims, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your breach of these Terms or of law; (b) Customer Content or use of the Service that infringes or violates rights of others; or (c) misuse of APIs or credentials.

14) Data Residency & Sovereign Mode

Sovereign Mode (if desired) is governed only by a separate written product addendum executed between the parties. When in effect, that addendum restricts processing/storage/transfer for its defined scope and prevails over conflicting general terms for that scope.

15) Order of Precedence

If these Terms conflict with an applicable Addendum or Order Form/Subscription, the specific document prevails for its subject matter (including any later-executed Sovereign Addendum).

16) Termination & Effect

Either party may terminate for a material breach not cured within 30 days after written notice. Tokra may suspend or terminate all or part of the Service for operational, security, or legal reasons with reasonable notice where practicable.

Upon termination: your license ends; Tokra will provide commercially reasonable assistance to export Customer Content and will delete it per the Privacy Policy and any applicable Addenda, subject to legally required retention. Accrued fees remain due unless otherwise agreed.

17) Governing Law & Dispute Resolution

Governing law and forum. These Terms are governed by the laws of the State of Delaware, USA (excluding conflict-of-laws rules). The courts located in Delaware have exclusive jurisdiction, to the extent not prohibited by applicable law.

Optional arbitration. The parties may agree in writing to binding arbitration as an alternative to court proceedings.

Nothing in these Terms affects non-waivable consumer rights you may have under applicable law, if any.

18) Force Majeure

Tokra is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, widespread outages, epidemics, war, labor disputes, or emergency regulatory actions.

19) Notices & Electronic Communications

Legal notices may be sent to the contact addresses specified in an order or agreement, or otherwise to your registered contact details. You consent to receive notices electronically (email and/or in-product).

Privacy contact: privacy@tokra.ai.

20) Changes to These Terms

We may update these Terms from time to time. We will post the new effective date and, for material changes, provide reasonable advance notice. Your continued use after the effective date constitutes acceptance.

21) Miscellaneous (No Waiver, Severability, Language, Survival, Class Actions)

  • No waiver. A delay or failure to exercise a right is not a waiver.
  • Severability. If any provision is unenforceable, the remainder remains in effect.
  • Language priority. Translations may be provided; in case of material discrepancy, the English version controls after publication.
  • Survival. Sections relating to IP, privacy/processing, warranties/disclaimers, limitations, indemnities, governing law, fees owed, and data export/deletion survive termination.
  • Class action waiver (where permitted by law). Disputes must be pursued individually and not in a class, consolidated, or representative action, to the extent allowed by applicable law.

22) Assignment

Tokra may assign these Terms (in whole or in part) in connection with a merger, acquisition, sale of assets, corporate reorganization, or to an affiliate. You may not assign without Tokra’s prior written consent, except in a merger or sale of all or substantially all assets upon notice to Tokra.

23) Entire Agreement

These Terms, together with applicable Addenda and Orders, are the entire agreement between you and Tokra regarding the Service and supersede prior understandings or proposals.

Service Provider: Tokra, LLC (United States)
Privacy Contact: privacy@tokra.ai

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