Effective Date: December 1, 2025
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. The terms and conditions set forth herein govern the use of the hosted service offerings and software that Kentik makes available to you and your organization (the “Customer”) as part of this trial license (“Kentik Products”). As a condition of accessing and using the Kentik Products, Customer hereby agrees to be bound by the terms and conditions of this product evaluation license agreement (the “Agreement”). Kentik Technologies, Inc. (“Kentik”) may modify the terms of this Agreement from time to time without notice to you. Customer should periodically review the terms and conditions set forth herein at WEBSITE URL for any revision to these terms. By assessing or using the Kentik Products following any revision to the terms and conditions of this Agreement, Customer agrees to be bound by such revisions.
LICENSE TERMS
1. Evaluation License and Restrictions.
1.1 License. Kentik grants Customer a limited, non-exclusive, non-transferable right to access and use the Kentik Products solely for Customer’s internal business purposes in accordance with, and subject to, the restrictions set forth in this Agreement. Kentik may update and modify the features and functionality of the Kentik Products at any time without notice.
1.2 License Restrictions. Customer and its employees, contractors, and representatives who are authorized by Customer to use the Kentik Products on its behalf (“Users”) shall not: (i) resell, sublicense, lease, or time-share any Kentik Products to any unauthorized third party; (ii) use the Kentik Products to send or store infringing, defamatory, offensive, harmful, or unlawful material, (iii) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Kentik Products or data contained therein; (iv) modify, copy, or create derivative works of or based on the Kentik Products; (v) decompile, disassemble, or reverse engineer any aspect of the Kentik Products; (vi) transmit data that contains viruses, worms, Trojan horses, spam, or other harmful computer code, files, scripts, agents, or programs or otherwise propagate any virus, worms, Trojan horses, or other programming routine intended to damage any system or data; (vii) use or access the Kentik Products or Output for the purpose of building a competitive product or service or to copy any ideas, features, functionality, or graphics; (viii) use or access the Kentik Products to scrape content, data, or metadata from the Kentik Products or any related hardware, software, or services; (ix) use or access the Kentik Products or Output for the purpose of training any artificial intelligence or machine learning tool; (x) use or access the Kentik Products in violation of anyone’s intellectual property or privacy rights; (xi) permit access to or use of any Kentik Product by a direct competitor of Kentik; or (xii) use or access the Kentik Products for purpose of a third party’s product evaluation, benchmarking, or other comparative analysis. Failure to comply with these restrictions may result in the suspension of Customer’s access to the Kentik Products or termination of this Agreement.
2. Fees. While there are no fees due for the Kentik Products under this Agreement, Customer is responsible for any taxes that might arise in connection with its receipt or use of the Kentik Products herein.
3. Ownership. Customer retains its ownership rights in the data it inputs into the Kentik Products (“Customer Data”). Kentik owns all right, title and interest in the Kentik Products, including any modifications, corrections or enhancements thereto or derivatives thereof, any work developed or created by Kentik while providing product support, any prompts it develops or refines in connection with the Kentik Products including those prompts it shares with Customer to use as part of the Inputs (collectively, “Kentik Prompts”), and any report format and structure, the underlying methodology used to orchestrate Output, and general statistical information shared with Customer (collectively, “Kentik Report Materials”). Kentik will own and have a royalty-free right to use and exploit any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users relating to the Kentik Products. Kentik and its subcontractors may monitor Customer’s use of the Kentik Products and use, modify, and process Customer’s data, Inputs, and Outputs to provide, maintain, develop, optimize, and improve the Kentik Products for Customer, to verify general updates and improvements to the Kentik Products, and to comply with applicable law.
4. Confidentiality.
4.1 The term “Confidential Information” means all information disclosed by or on behalf of one party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that: (i) is or becomes generally known to the public through no wrongful act or omission of Discloser; (ii) was already known to Recipient prior to its disclosure; (iii) was independently developed by Recipient without use of or reference to Confidential Information; or (iv) is received from a third party without confidentiality restrictions.
4.2 Recipient shall (and shall require its Representatives to): (i) keep Confidential Information secret and protect it as if it were its own Confidential Information, using at least a reasonable standard of care; (ii) not disclose Confidential Information to unauthorized third parties; (iii) only use Confidential Information for the purposes specified in this Agreement except with Discloser’s prior written consent; and (iv) promptly notify Discloser if it becomes aware of any unauthorized use or disclosure of Confidential Information. Each party may disclose Confidential Information to its employees and representatives that have a bona fide need to know such Confidential Information in furtherance of the Agreement (“Representatives”) provided that each Representative is bound by confidentiality obligations similar to those contained in herein. Recipient is responsible for its Representatives’ use and disclosure of Confidential Information and shall ensure their compliance with this Agreement.
4.3 If Recipient is compelled by law to disclose Confidential Information, it shall provide Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure. Recipient will limit its disclosure to what it is legally required to disclose.
4.4 Upon Discloser’s request, Recipient shall promptly return or destroy Discloser’s Confidential Information. However, Recipient may retain a copy of Confidential Information as required by law or automatically archived pursuant to standard backup processes provided that the terms of this Agreement will continue to apply to any Confidential Information that remains in Recipient’s possession for as long as it remains in its possession notwithstanding the termination or expiration of this Agreement.
4.5 Kentik shall implement and maintain appropriate physical, technical, and administrative security measures designed to secure Customer Data against unauthorized disclosure in accordance with applicable laws and regulations. Without limiting the foregoing, Kentik will implement security measures that are consistent with industry standards as well as comply with the controls and principles set forth in the Kentik Security Overview found at: https://www.kentik.com/pdfs/KentikSecurityOverview.pdf.
4.6 Kentik shall (i) only use and process Customer Data to provide the Kentik Products to Customer and its Users in accordance with this Agreement and Customer’s written instructions; and (ii) keep Customer Data logically separate from other data and information that is held by Kentik. For purposes of clarity, the provisions above apply to all Customer Data, including but not limited to information that identifies or directly relates to natural persons that is regulated by applicable data privacy laws.
5. Indemnification.
5.1 Customer shall indemnify Kentik, its officers, directors, employees, subsidiaries and shareholders against any loss or liability (including reasonable attorneys’ fees) resulting from a Claim related to (i) Customer’s use of any Kentik Product in breach of this Agreement or any statute, law, ordinance, or regulation; or (ii) data used by Customer in conjunction with the Kentik Products, including the Inputs.
5.2 A party seeking indemnification hereunder (“Indemnified Party”) will notify the other party (“Indemnifying Party”) in writing of the Claim and reasonably cooperate with them to defend or settle the Claim. Indemnified Party’s failure to promptly notify Indemnifying Party of a Claim will not nullify, waive, or excuse Indemnifying Party’s indemnity obligations hereunder unless and only to the extent that such delay in notification materially impedes Indemnifying Party’s ability to adequately defend or settle the Claim. Indemnifying Party will have the full authority to defend or settle the Claim provided that: (i) the settlement does not admit fault, impose any obligation (monetary or otherwise) on Indemnified Party without its consent, and results in a full and unconditional release of liability for Indemnified Party; and (ii) Indemnified Party may participate in the defense or settlement of any Claim with counsel of its choice at Indemnified Party’s expense.
6. Term and Termination.
6.1 Customer’s license under this Agreement will last for 30 days commencing on the date upon which it is first granted access to the Kentik Products. Kentik may terminate Customer’s license and this Agreement at any time for any reason. If Customer elects to license the Kentik Products for production use prior to the expiration of this Agreement, then this Agreement will automatically terminate and be replaced and superseded by the terms of such licensing agreement.
6.2 Upon the termination of this Agreement, Customer’s license to use the Kentik Products will cease and Customer will delete. The parties’ rights and obligations with respect to, title and protection, confidentiality, warranty disclaimers, limitation of liability and governing law provisions of this Agreement will survive termination of this Agreement.
7. No Warranty. THE KENTIK PRODUCTS ARE PROVIDED “AS IS”, AND KENTIK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, KENTIK DOES NOT WARRANT THAT THE KENTIK PRODUCTS WILL MEET CUSTOMER’S NEEDS, FUNCTION PROPERLY, OR BE ERROR-FREE.
8. Limitation of Liability.
8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS, CHANGES IN STOCK PRICE, OR DAMAGE TO GOODWILL, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY UNDER WHICH SUCH DAMAGES ARE SOUGHT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8.2 KENTIK’S TOTAL LIABILITY TO CUSTOMER ARISING OUT OF OR UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (I) FEES PAID BY CUSTOMER UNDER THIS AGREEMENT; OR (II) $100.
9. Export Restrictions. Each party shall comply with all laws and regulations applicable to the performance of their obligations under this Agreement, including Customer with respect to its use of the Kentik Products. Each party shall comply with all applicable regulations of the United States Department of Commerce and the United States Export Administration Act in addition to any applicable laws and regulations of other jurisdictions related to the importation and use of the Kentik Products. Without limiting the generality of the foregoing, Customer represents and warrants that Customer and its personnel, in addition to all Users, are not persons or entities whose names appear on the List of Specially Designated Nationals or Blocked Persons maintained by OFAC; or who reside in a Non-Cooperative Jurisdiction or in a Sanctioned Regime location. Customer shall not permit any User to use Kentik Products in violation of these restrictions.
10. Miscellaneous. Notices must be in writing. Notices to Kentik should be sent by email to legal@kentik.com. Notices to Customer will be delivered electronically either via the Kentik Product portal or via email to Customer’s registered email address. The parties are independent contractors, and nothing in this Agreement creates any agency, partnership or joint venture relationship between them. This Agreement is governed and interpreted in accordance with the laws of the State of California without reference to conflicts of laws principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for resolution of any disputes arising out of this Agreement. Customer may not assign this Agreement, or any of its rights or obligations hereunder, by operation of law or otherwise, without Kentik’s prior written consent. Any purported assignment by Customer other than as provided in this Section 10 is null and void. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be deemed severed from this Agreement and have no legal effect. Provided that the fundamental terms and conditions of this Agreement remain legal and enforceable following the severance of any provision, the remainder of this Agreement will remain operative, in full force and effect, and binding upon the parties. Each party acknowledges that it is entering into this Agreement solely on the basis of the agreements, representations, and warranties contained herein, and that it has not relied upon any extraneous representations, warranties, promises, or inducements of any kind. No delay or failure by Kentik to enforce any of its rights under this Agreement will act as a waiver of its to later enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise of these rights. This Agreement constitutes the final and entire agreement between Kentik and Customer with respect to the subject matter hereof and supersedes any and all other written or oral agreements existing between the parties hereto regarding the subject matter of this Agreement. No pre-printed order form, purchase order, click-through or click-wrap agreement, or other business form employed by Customer will supersede, modify, subtract, or add to the terms and conditions of this Agreement, and any such documents relating to this Agreement will be for administrative purposes only and have no legal effect. This Agreement can only be modified by a written agreement sign by both parties.
11. AI Services.
11.1 Kentik may offer Customer the ability to access, use, and authorize certain customer-facing generative artificial intelligence features as part of the Kentik Products (“AI Services”), including agentic tools (“AI Agents”) and chat interfaces, for network troubleshooting and analysis capabilities. The AI Services may retrieve or process Customer’s data to generate automated responses, analyses, action plans, and conclusions (collectively, “Output”) in response to a prompt or query (“Input”). Customer’s data contained in the Inputs will remain Customer’s Confidential Information, and, as between the parties, Customer will own the content of the corresponding Outputs (but not, for example, the Kentik Prompts or Kentik Report Materials). In connection with some of the AI Services, Customer may have the option to integrate its own third-party model as further described in Section 11.4. In such case, Customer’s use of such third-party model will be subject to Customer’s underlying agreement for that third-party model.
11.2 Customer acknowledges that, due to the nature of machine learning and artificial intelligence, the AI Services may generate Output for Customer that is similar to output generated for other Kentik customers and users of the AI Services. The AI Services may generate Output that is inaccurate, incorrect, or otherwise undesirable or it may hallucinate or confabulate. Customer is responsible for independently verifying any Output before relying on it for any purpose. Customer is responsible for determining the suitability of the AI Services for Customer’s use case. Each AI Agent action that Customer authorizes or enables based on the recommendation, report, or other information in the Output, including, for example, executing on troubleshooting steps, performing diagnostics, and implementing configuration changes or feature toggles in Customer’s network environment (each, an “AI Agent Action”) is made at Customer’s direction and under Customer’s control and decision-making authority and Customer is solely responsible for the AI Agent Actions as if Customer had performed such actions itself. THE ACCURACY AND QUALITY OF, AND RIGHTS TO, THE OUTPUT AND EACH ASSOCIATED AI AGENT ACTION DEPEND ON THE QUALITY AND CONTEXT OF CUSTOMER’S DATA AND THE INPUTS IN ADDITION TO CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT TO THE EXTENT ARISING FROM KENTIK’S BREACH OF SECTION 11.3, KENTIK IS NOT LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGES RELATING TO THE AI SERVICES, AI AGENT ACTIONS, OUTPUT, OR THEIR USE BY CUSTOMER OR ANY OTHER PARTY.
11.3 Kentik represents and warrants that its contracts with third-party providers involved in the delivery of the AI Services will prohibit them from either (i) retaining Customer’s data or Inputs for their own purposes (excluding short holds for fraud and abuse monitoring) or (ii) using Customer’s data or Inputs to train any artificial intelligence models.
11.4 Certain features and functionalities within the Kentik Products may allow Customer to integrate or interface with, access, or use compatible third-party services, products, technology, models, and content (collectively, “Third-Party Services”) via the Kentik Products. Kentik does not provide any aspect of the Third-Party Services and therefore is not responsible for any compatibility issues, errors, or bugs in any Third-Party Services. Customer is solely responsible for its use of the Third-Party Services and for obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Kentik Products. The Third-Party Services’ terms will govern Customer’s use of the Third-Party Services, including the restrictions and rights with respect to input and output data generated thereby, if applicable.
11.5 Customer and its Users are forbidden from using the AI Services in violation of the Authorized Use Policy available at www.kentik.com/legal/ai-authorized-use-policy, which forms part of this Agreement.
11.6 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE KENTIK PRODUCTS, AI AGENT ACTIONS, AND OUTPUTS ARE PROVIDED “AS IS” AND KENTIK DOES NOT MAKE ANY WARRANTIES OF ANY KIND – IMPLIED, STATUTORY, OR OTHERWISE – INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KENTIK DOES NOT WARRANT THAT THE KENTIK PRODUCTS, AI AGENT ACTIONS, OR OUTPUTS WILL BE UNINTERRUPTED OR ERROR-FREE.
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