Last updated: July 24, 2026 · Version 1.2 · Reference edition
This Master Services Agreement (“MSA”) is the standard contract under which Kadropic Labs, Inc. (a Delaware corporation - “Provider”) licenses LEO Soul to a business (“Customer”), typically for a self-hosted / on-prem Enterprise deployment. This page is a reference edition for evaluation; the binding version is the one executed with your order form.
Capitalised terms have the meaning given here or in the applicable Order Form. “Software” means the LEO Soul engine and console provided as a container image and related materials. “Deployment” means Customer’s licensed installation within Customer’s own infrastructure. “License Key” means the signed, offline-verifiable key that entitles a Deployment. “Order Form” means an ordering document referencing this MSA. “Documentation” means the usage and deployment guides we provide.
Subject to this MSA and payment of fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license to install, run, and use the Software within Customer’s own infrastructure for Customer’s internal business purposes, for the number of seats and the term stated in the Order Form. Customer will not: (a) exceed the licensed scope or tamper with the License Key or metering; (b) reverse engineer, decompile, or copy the engine or its algorithms except as permitted by law; (c) use the Software to build or train a competing product; (d) remove proprietary notices; or (e) provide the Software to third parties except Customer’s authorised users and contractors acting for Customer’s benefit and bound by equivalent terms.
The Software runs entirely inside Customer’s network. No messages, prompts, model keys, or
soul_state leave Customer’s boundary in the course of a turn, and the Deployment verifies its
License Key offline - it does not phone home. It can run air-gapped. Customer is responsible
for operating its own infrastructure, TLS termination, backups, and the security of its environment; Provider is
responsible for the Software and support as set out here and in the Order Form.
Fees, billing frequency, and the term are stated in the Order Form and invoiced in advance. Unless the Order Form says otherwise, the term renews automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Fees are non-cancellable and non-refundable except as expressly stated. Undisputed invoices are due within the period stated (default 14 days). Fees are exclusive of taxes, which Customer is responsible for (other than taxes on Provider’s net income).
Non-payment & suspension. Undisputed amounts not paid when due accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. If undisputed fees remain unpaid 10 days after Provider gives written notice, Provider may suspend the hosted Service (or, for a self-hosted Deployment, support, updates, and license entitlement) until the balance is cleared. Suspension for non-payment is not a termination and does not relieve Customer of its payment obligations; access is restored promptly on payment.
Refunds. Except as expressly stated in this Section, fees are non-cancellable and non-refundable, because the Order Form reserves capacity and/or grants a license for the whole term. Refund entitlement depends on who ends the engagement and why:
| Scenario | Refund |
|---|---|
| Customer terminates for convenience or does not renew, and Provider has performed (the Software materially conforms and Provider is not in uncured material breach) | No refund. Customer keeps access and support through the end of the paid term; prepaid fees for the current term are not returned, and the committed fees for the entire then-current term remain due and payable whether or not already invoiced. Early cancellation for convenience does not reduce or prorate the committed contract value for that term. |
| Customer terminates for Provider’s uncured material breach (including a failure of the warranty in Section 10 that Provider does not cure within the notice period) | Customer’s remedy is a pro-rata refund of prepaid fees for the unused remainder of the then-current term, calculated from the effective date of termination (in addition to the warranty remedy in Section 10). |
| Provider terminates for cause (Customer’s material breach, including non-payment, or Customer’s misuse of the Software) | No refund; accrued and committed fees remain payable. |
| Provider terminates for convenience, or the parties agree in writing | Pro-rata refund of prepaid fees for the unused remainder of the then-current term. |
For clarity, a refund is not due merely because Customer stops using the Software, changes its plans, or is dissatisfied absent an uncured material breach by Provider; where the Software conforms to the Documentation and Provider meets its commitments, the agreed fees for the term are earned. The self-serve 30-day money-back / pro-rata policy published for the Free, Pro & Scale plans does not apply to an Enterprise engagement, which is governed solely by this MSA and its Order Form.
Provider furnishes a dedicated engineer, a private support channel, and the target response times and any uptime/service commitments described in the Order Form or an SLA exhibit. Support is provided for supported versions of the Software; Customer keeps the Deployment reasonably current (updates are delivered by image pull). Where no SLA is stated, support targets are provided in good faith and are not binding commitments.
Because the engine is stateless and self-hosted, Provider does not receive or store Customer prompts, completions, or model credentials in the ordinary course. Where Provider processes any personal data on Customer’s behalf (for example during support), the DPA applies and is incorporated by reference. For protected health information, the parties will execute a BAA. Aggregate, non-content telemetry is shared only if explicitly enabled by Customer.
Provider maintains the security practices described on the Security page and will reasonably support Customer’s security reviews and questionnaires on Customer’s schedule. Provider will provide available compliance documentation (and, as our formal SOC 2 program matures, related reports). Customer is responsible for security controls within its own environment and for its use of the Software in compliance with laws applicable to Customer.
The Software and all related intellectual property are and remain owned by Provider and its licensors and are
licensed, not sold. Customer owns its own data and the soul_state its Deployment produces, and its
applications. Feedback Customer provides may be used by Provider without restriction. No rights are granted
except as expressly stated.
Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform under this MSA, and disclose it only to representatives with a need to know who are bound by similar obligations. Confidential Information excludes information that is public through no fault of the receiver, was lawfully known before disclosure, is independently developed, or is rightfully obtained from a third party. This clause survives termination.
Each party represents it has authority to enter this MSA. Provider warrants that the Software will materially conform to the Documentation during the term; Customer’s exclusive remedy for a breach of this warranty is Provider’s reasonable efforts to correct the non-conformity or, if it cannot, a refund of the fees for the affected period. Except as expressly stated, the Software is provided “as is”, and Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. LEO Soul is a reliability aid, not a guarantee of correctness; Customer remains responsible for human oversight of outcomes.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, data, or goodwill. Except for excluded claims, each party’s total aggregate liability will not exceed the fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim. “Excluded claims” (not subject to the cap) are Customer’s payment obligations, either party’s indemnification obligations, breach of confidentiality, and Customer’s infringement or misuse of the Software.
By Provider: Provider will defend Customer against third-party claims that the unmodified Software, used as permitted, infringes that third party’s intellectual-property rights, and will pay resulting damages finally awarded (or settlement Provider approves). Provider may procure the right to continue, modify, or replace the Software, or refund unused fees. This does not apply to claims arising from Customer’s data, modifications, combinations, or use in violation of this MSA. By Customer: Customer will defend Provider against third-party claims arising from Customer’s data, its use of the Software in violation of this MSA or law, or the actions Customer’s applications take. The indemnified party will give prompt notice, reasonable cooperation, and control of the defense.
Provider maintains, or will maintain commensurate with the engagement, commercially reasonable insurance appropriate to a software provider of its size and stage, which may include commercial general liability and technology errors & omissions / cyber liability coverage. On an Enterprise Customer’s reasonable request, Provider will provide a certificate of insurance under NDA. See the Cyber Risk & Insurance statement for how risk is allocated and reduced structurally.
This MSA runs for the term of the Order Form(s). Either party may terminate for the other’s material, uncured breach 30 days after written notice, or immediately if the other becomes insolvent; Provider may also terminate on 10 days’ notice for non-payment uncured under Section 4. On termination, Customer’s license ends and Customer will stop using and, at Provider’s request, delete the Software and any License Keys; fees accrued before termination remain payable and prepaid unused fees are handled under Section 4.
Effect of expiry. For the hosted Service, access ends on expiry or termination; for
30 days afterward Provider will, on request, make Customer’s account and configuration data
available for export, then deletes it in the ordinary course. Because the engine is stateless, no message
content or soul_state is retained to return or delete. For a self-hosted Deployment, Customer runs
the Software in its own environment and retains and controls its own data throughout. Clauses that by nature
survive (IP, confidentiality, warranties disclaimer, liability, indemnity, disputes, general) survive.
This MSA is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The parties will first attempt to resolve disputes through good-faith escalation between senior representatives. Unresolved disputes will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, or, if the parties agree in the Order Form, to binding arbitration. Each party consents to that venue. The prevailing party in any proceeding to enforce this MSA is entitled to its reasonable attorneys’ fees and costs.