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Terms of Service

These Terms govern your access to and use of the Tokaro platform. By using the Service, you agree to them.

Last updated June 3, 2026

1 — Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Metis Labs, LLC ("Tokaro," "we," "us," or "our") governing your access to and use of the Tokaro platform, including any associated websites, applications, APIs, and services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2 — Description of Service

Tokaro is a performance management platform for human and AI workforces. The Service provides guided process discovery, analysis, design, simulation, specification generation, and transformation management capabilities. The Service utilizes artificial intelligence and large language models ("AI Models") to assist users in organizational transformation workflows.

3 — Account Registration

To use the Service, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

You must be at least 18 years of age to use the Service. By creating an account, you represent that you meet this requirement.

Access to certain workspaces may require approval by the workspace owner or administrator. We may collect technical information (such as IP address and user agent) when you accept an invitation to a workspace or engagement, for security and audit purposes.

4 — Acceptable Use

You agree not to:

  • Use the Service for any unlawful purpose or in violation of any applicable laws or regulations
  • Attempt to gain unauthorized access to the Service, other accounts, or any related systems or networks
  • Interfere with or disrupt the integrity or performance of the Service
  • Reverse engineer, decompile, or disassemble any aspect of the Service
  • Use the Service to generate content that is harmful, abusive, discriminatory, or otherwise objectionable
  • Use automated means to access the Service except through APIs we expressly provide
  • Resell, sublicense, or redistribute the Service without our prior written consent
  • Circumvent any usage limits, quotas, or access controls imposed by the Service
  • Share engagement content with external invitees or collaborators without ensuring that appropriate confidentiality protections are in place between you and those individuals regarding the organizational data disclosed through the engagement
  • Use AI-generated behavioral insights from the owner-private analysis thread as the sole basis for employment decisions, performance evaluations, disciplinary actions, or other consequential workforce decisions without independent human judgment and verification

5 — Your Data

You retain all rights to the data, content, and materials you submit to the Service ("Your Data"). By using the Service, you grant us a limited, non-exclusive license to process Your Data to: (a) provide and operate the Service; (b) make operational improvements to Service infrastructure and performance; and (c) train, fine-tune, develop, and improve machine learning and artificial intelligence models, whether proprietary or third-party, provided that any Your Data used for the purposes described in clause (c) is de-identified and aggregated such that it cannot reasonably be used to identify you or any individual. You may opt out of the use described in clause (c) at any time by contacting us at legal@tokaro.ai or through the account settings page. Opting out will not affect the availability or functionality of the Service.

You are solely responsible for the accuracy, quality, and legality of Your Data and the means by which you acquired it. You represent that you have all necessary rights and permissions to submit Your Data to the Service.

6 — AI-Generated Content

The Service uses AI Models to generate analysis, recommendations, process designs, specifications, and other content ("AI Output"). You acknowledge and agree that:

  • AI Output is generated algorithmically and may contain errors, inaccuracies, or biases
  • AI Output should not be relied upon as the sole basis for business decisions without independent verification
  • We do not guarantee the accuracy, completeness, or fitness for any particular purpose of AI Output
  • You are responsible for reviewing and validating AI Output before acting on it
  • AI Output may be similar to content generated for other users, and you do not acquire exclusive rights to AI Output

Subject to these Terms, you own the outputs generated by the Service from Your Data, to the extent permitted by applicable law. For purposes of this Section, ownership vests upon generation of the AI Output and extends to all outputs generated using the Service in connection with Your Data, including those that incorporate the platform's built-in templates or frameworks where Your Data constitutes the primary input. For the avoidance of doubt, AI Output includes vendor-neutral agent definitions, workflow definitions, and tool contracts generated from Your Data and engagement context. Notwithstanding the foregoing, because AI Models may generate similar or identical outputs for different users based on similar inputs, your ownership rights do not restrict Tokaro's ability to provide the Service to other users or preclude other users from independently generating similar content.

Notwithstanding your ownership of AI Output, you grant Tokaro a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and fully sublicensable license to use, reproduce, modify, and create derivative works from Your Data and AI Output, in each case solely in de-identified and aggregated form (including removal of provenance metadata and structural details sufficient to prevent re-identification), for the purposes of: (a) improving, enhancing, and developing the Service and Tokaro's other products and services; (b) training, fine-tuning, and developing machine learning and artificial intelligence models; (c) generating benchmarks, analytics, and industry insights; and (d) any other commercially reasonable internal business purpose. For clarity, nothing in this paragraph permits Tokaro to disclose Your Data or AI Output in a form that identifies you or any individual to any third party, except as otherwise permitted under Section 11.

7 — Feedback

If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), you grant Tokaro a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate such Feedback into the Service or any other Tokaro product or service without obligation or compensation to you. Feedback does not include Your Data.

8 — Subscription and Payment

Access to the Service may require a paid subscription. Subscription fees, billing cycles, and payment terms will be as specified at the time of purchase or in a separate order form. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

We reserve the right to change our pricing with 30 days' prior notice. If you do not agree to a price change, you may cancel your subscription before the change takes effect.

9 — Usage Limits and Quotas

The Service may be subject to usage limits, including but not limited to the number of engagements, team members, AI-generated analyses, simulations, and specifications. These limits depend on your subscription plan. We reserve the right to enforce limits by restricting the creation of new resources or actions when limits are reached. When a limit is reached, you will receive notice identifying the affected limit and options for freeing capacity, such as upgrading your plan or archiving existing engagements.

10 — Intellectual Property

The Service, including its design, code, algorithms, user interface, documentation, and branding, is owned by Tokaro and protected by intellectual property laws. Nothing in these Terms transfers any ownership rights to you except the limited license to use the Service as described herein. For clarity, this Section does not limit your ownership of AI Output as set forth in Section 6, including vendor-neutral agent definitions, workflow definitions, and tool contracts generated from Your Data.

"Tokaro," the Tokaro logo, and other Tokaro marks are trademarks of Metis Labs, LLC. You may not use our trademarks without our prior written consent.

11 — Confidentiality

Each party agrees to treat as confidential all non-public information disclosed by the other party in connection with the Service ("Confidential Information"). For you, Confidential Information includes Your Data. For Tokaro, Confidential Information includes non-public features, pricing, technical documentation, and security architecture of the Service.

Neither party shall disclose the other party's Confidential Information to third parties except: (a) as necessary to provide or receive the Service (e.g., to AI model providers and infrastructure providers for processing); (b) as required by law, regulation, or court order (with reasonable prior notice to the disclosing party where permitted); (c) to professional advisors bound by confidentiality obligations; or (d) with the disclosing party's prior written consent.

We maintain appropriate administrative, technical, and physical safeguards to protect Your Data, including measures consistent with industry-standard security practices (such as SOC 2 Type II or equivalent certifications).

Where you provide your own API keys for use with third-party AI model providers, processing through those keys is governed by your direct agreement with the applicable provider. Tokaro acts as a technical conduit for such processing and is not a sub-processor with respect to data transmitted using your own API credentials. Tokaro will store your API keys encrypted at rest and will not use them for any purpose other than routing model calls on your behalf.

12 — Third-Party Services

The Service integrates with and relies on the following third-party service providers, which may process Your Data on our behalf: Anthropic (Claude) as the primary AI model provider; Google (Gemini) as the fallback AI model provider; Google Cloud Platform for cloud hosting; Firebase Authentication (Google) for identity and session management; and LangGraph and CrewAI as external runtime platforms (when selected by your organization). All providers listed above are based in the United States. A current list of third-party providers and additional detail regarding data handling practices is available in our Privacy Policy at tokaro.ai/privacy.html. Your use of these third-party services is subject to their respective terms and policies. We are not responsible for the availability, accuracy, or practices of third-party services. We will provide at least 30 days' prior notice before making material changes to AI model providers that process Your Data. We will use commercially reasonable efforts to ensure that changes to AI model providers or model versions do not materially degrade the quality or functionality of AI Output.

13 — AI Regulatory Compliance

Tokaro is committed to responsible AI practices and compliance with applicable AI governance laws and regulations. You acknowledge that use of the Transform stage of the Service may result in the deployment of autonomous AI agents to external runtimes, which may constitute AI systems subject to regulatory requirements. Where the Service is used in connection with employment-related decisions, workforce management, or other use cases classified as "high-risk" under applicable AI regulations, the following applies:

  • Tokaro will maintain appropriate technical documentation regarding AI Model functionality, limitations, and intended uses.
  • Tokaro will provide transparency information reasonably necessary for you to fulfill your obligations as a deployer of AI systems under applicable law.
  • You are responsible for conducting any required impact assessments, providing notice to affected individuals, and ensuring lawful use of AI Output in employment or other regulated contexts.
  • Neither party shall use the Service in a manner that violates applicable AI governance laws, and each party shall promptly notify the other of any regulatory inquiry or enforcement action related to the Service's AI capabilities.

Where you deploy agents or workflows through the Service's Transform capabilities, you are responsible for ensuring appropriate human oversight of those deployed agents and for any regulatory obligations arising from their operation in your environment. Tokaro provides the specification and deployment tooling; you are the deployer and operator of the resulting AI systems.

14 — Service Availability and Modifications

We strive to maintain high availability but do not guarantee uninterrupted access to the Service. We may modify, suspend, or discontinue any aspect of the Service at any time. For material changes that adversely affect your use, we will provide reasonable advance notice. For customers on Enterprise subscription plans, service availability commitments, uptime targets, scheduled maintenance windows, and remedies for failure to meet availability targets are governed by the applicable Service Level Agreement ("SLA"), which is incorporated into these Terms by reference.

For clarity, Service availability commitments relate to platform accessibility and do not constitute a guarantee that individual background processing tasks (such as AI-generated designs, simulations, or specifications) will complete successfully on every attempt.

15 — Termination

You may terminate your account at any time by contacting us. We may suspend or terminate your access if you breach these Terms, fail to pay applicable fees, or if we reasonably believe your use poses a risk to the Service or other users.

Termination of your individual account does not automatically delete any workspace you own. If you are the sole owner of a workspace, you should transfer ownership to another administrator before terminating your account, or contact us to arrange workspace deletion.

Upon termination, your right to use the Service ceases immediately. We will make Your Data (including AI Output generated during your subscription) available for export for sixty (60) days following termination in a machine-readable, industry-standard format (such as JSON, CSV, or XML). Upon written request during the export period, Tokaro will provide reasonable assistance with data migration. After the 60-day export period, we will delete Your Data from our active systems within 30 days, except as required by law or legitimate business purposes (such as backups), in which case residual copies will be deleted in accordance with our standard data retention schedule.

16 — Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. We do not warrant that the Service will be error-free, secure, or uninterrupted, or that AI Output will be accurate or reliable. Notwithstanding the foregoing, nothing in this Section excludes or limits liability for damages arising from Tokaro's gross negligence, willful misconduct, or fraud.

17 — Limitation of Liability

To the maximum extent permitted by law, Tokaro shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or related to your use of the Service, whether based on warranty, contract, tort, or any other legal theory.

Our total aggregate liability arising out of or related to these Terms shall not exceed the amounts paid by you to Tokaro in the six (6) months preceding the claim. The limitations in this Section shall not apply to: (a) either party's indemnification obligations under these Terms; (b) liability arising from a party's gross negligence, willful misconduct, or fraud; (c) Tokaro's obligations under Section 11 (Confidentiality) with respect to unauthorized disclosure of Your Data; or (d) your obligations to pay fees owed under these Terms.

18 — Indemnification

(a) Indemnification by You. You agree to indemnify, defend, and hold harmless Tokaro and its officers, directors, employees, and agents from any third-party claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (i) your use of the Service in violation of these Terms; (ii) your violation of any applicable law; or (iii) Your Data, including any claim that Your Data infringes or misappropriates a third party's intellectual property rights.

(b) Indemnification by Tokaro. Tokaro agrees to indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from any third-party claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from any claim that the Service (excluding AI Output and Your Data) infringes or misappropriates a third party's intellectual property rights. Tokaro's obligations under this subsection shall not apply if the claim arises from: (i) your modification of the Service; (ii) your combination of the Service with products, services, or materials not provided by Tokaro; (iii) your use of the Service after Tokaro has notified you to cease such use; or (iv) your use of the Service in violation of these Terms.

(c) Indemnification Procedures. The indemnifying party's obligations are conditioned on: (i) prompt written notice of the claim; (ii) sole control of the defense and settlement (provided the indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent); and (iii) reasonable cooperation from the indemnified party at the indemnifying party's expense.

19 — Governing Law and Disputes

These Terms are governed by the laws of the State of Colorado, United States, without regard to conflict of law provisions. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in Colorado. You consent to the personal jurisdiction of such courts. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without the requirement of posting a bond.

20 — Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on the Service and updating the "Last updated" date. Your continued use of the Service after such changes constitutes acceptance of the updated Terms.

21 — Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government, epidemics or pandemics, strikes, fire, floods, power outages, internet or telecommunications failures, or cyberattacks. The affected party shall provide prompt notice to the other party and use commercially reasonable efforts to mitigate the impact and resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected portion of the Service upon written notice.

22 — General Provisions

These Terms constitute the entire agreement between you and Tokaro regarding the Service. If any provision is found to be unenforceable, the remaining provisions will remain in full force. Our failure to enforce any right or provision does not constitute a waiver. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets. Tokaro's data retention practices are described in our Privacy Policy, available at tokaro.ai/privacy.html.

23 — Contact

If you have questions about these Terms, please contact us at legal@tokaro.ai.