This End User License Agreement (“EULA”) is a legal agreement between You and Karate Labs Inc. (“Developer” or “Karate Labs”) with respect to the Software. By installing, copying, or otherwise using the Software, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install or use the Software. If You are entering into this EULA on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these terms.
1. Definitions
“Confirmation” means an email or electronic record from Developer confirming Your rights to use the Software and containing important information about Your licence or Subscription.
“Customer Data” means any data that You or Your users create, input, process, store, or generate using the Software within Your environment, including but not limited to test data, test scripts, test results, source code, application data, and configuration files.
“Developer” means Karate Labs Inc., a Delaware corporation.
“Documentation” means the latest versions of all online technical documentation available for the Software at https://docs.karatelabs.io and any other relevant documentation provided by Developer.
“Enterprise Customer Agreement” means the separate written agreement between You and Developer governing Your enterprise-level use of the Software, including Karate PRO, ULTRA, and Enterprise subscriptions, Karate Sensei, and related services.
“Licence Administration Data” means information processed by Developer through Karate Sensei (the enterprise licence management portal) to administer floating licence pools, including: user email addresses and display names; SSO authentication tokens and session identifiers; team, group, and cost centre assignments; seat allocation, draw, idle, and rotation timestamps; admin-initiated actions (grant, revoke, rotation events); and licence pool configuration. Licence Administration Data does not include Customer Data.
“Open-Source Components” means the components of the Karate framework that are licensed under the MIT License and made available at https://github.com/karatelabs.
“Paid Software” means Software that is offered for a fee, whether a one-time licence fee or a recurring Subscription fee.
“Software” means any software program, plugin, extension, application, or tool developed by Karate Labs and made available under this EULA, including but not limited to the Karate IDE plugins for JetBrains IntelliJ IDEA and Visual Studio Code, Xplorer, and Karate Agent, but excluding Open-Source Components and Karate Sensei (which is governed by the Enterprise Customer Agreement).
“Subscription” means Your right to use Paid Software during the Subscription Period.
“Subscription Period” means the subscription period described in Your Confirmation.
“You” means an individual or an entity concluding this EULA.
2. Scope and Relationship to Other Agreements
2.1 Scope of This EULA
This EULA governs Your use of the Software as defined above. It applies to the proprietary, closed-source components of the Software distributed through the JetBrains Plugin Marketplace, the Visual Studio Code Marketplace, or directly by Developer.
2.2 Open-Source Components
This EULA does not apply to Open-Source Components. Open-Source Components are governed solely by the MIT License. Nothing in this EULA restricts, modifies, or supersedes the terms of the MIT License. The anti-modification and anti-reverse-engineering restrictions in this EULA apply only to proprietary components of the Software.
2.3 Enterprise Customer Agreement
If You have entered into an Enterprise Customer Agreement with Developer, the Enterprise Customer Agreement governs Your use of enterprise products and services, including Karate PRO, ULTRA, and Enterprise subscriptions, Karate Sensei, on-site support, and any other services specified therein. In the event of a conflict between this EULA and the Enterprise Customer Agreement, the Enterprise Customer Agreement shall prevail to the extent of the conflict.
2.4 Marketplace-Specific Provisions
The Software may be distributed through the JetBrains Plugin Marketplace and/or the Visual Studio Code Marketplace. Where marketplace-specific terms apply, they supplement this EULA. JetBrains’ and Microsoft Corporation’s respective liability is excluded in its entirety, as neither is a party to the contractual relationship between Developer and You.
3. Grant of License
3.1 Licence
Developer hereby grants You a limited, worldwide, non-exclusive, non-transferable licence to use the Software (including any generally available updates and upgrades released during Your rightful use of the Software) as long as the use is in line with Your Subscription, Confirmation, the Documentation, and the limits set out in this EULA. You may:
- install the Software on devices under Your control;
- use the Software subject to the limits described in Your Confirmation (if any); and
- make backup copies of the Software for archival purposes.
3.2 Restrictions
You may not modify, reverse-engineer, decompile, or disassemble the proprietary components of the Software in whole or in part, or create any derivative works from the proprietary components of the Software, or sublicense any rights to the Software, unless otherwise expressly authorised in writing by Developer. This restriction does not apply to Open-Source Components (see Section 2.2).
3.3 Duration of Licence
The licence granted under this EULA may be provided as: (a) a perpetual licence for which You are charged a one-time licence fee; or (b) a time-limited licence for the duration of Your Subscription Period, in case of Paid Software for which You pay an annual or monthly Subscription fee. For details about Your licence type, see Your Confirmation or log in at https://studio.karatelabs.io.
4. Subscription
4.1 Subscription Limits
If You purchased a Software Subscription, You must use the Paid Software in accordance with the limits described in Your subscription plan (e.g., You must ensure that the maximum number of concurrent users does not exceed the number of users for which You have purchased the Subscription).
4.2 Subscription Period
The Subscription Period can be either annual or monthly, as specified in Your Confirmation.
5. Updates
The Software may periodically check for updates through the IDE marketplace (JetBrains or Visual Studio Code). You agree to receive these updates without any additional notice. Updates may not include or support all existing features, services, or peripheral devices. If you do not want updates, you may turn them off by following the instructions in JetBrains IntelliJ IDEA or Visual Studio Code. Update checks are initiated by the IDE marketplace, not by the Software itself.
6. Maintenance and Support
Developer is not obligated, expressly or impliedly, to provide any maintenance, technical, or other support for the Software under this EULA. Developer and You acknowledge that Developer has no obligation to furnish any maintenance and support services with respect to the Software unless You have entered into an Enterprise Customer Agreement that includes maintenance and support terms.
7. Use of Data
7.1 On-Premises Architecture — Customer Data
The Software is deployed and executed entirely on-premises within Your environment. All Customer Data — including but not limited to test data, test scripts, test results, source code, and application data — remains within Your infrastructure at all times. Developer does not receive, access, process, store, or transmit Customer Data. Developer does not offer a cloud-hosted version of the Software.
7.2 Karate Sensei — Licence Administration Data
If You use Karate Sensei (the enterprise licence management portal, governed by the Enterprise Customer Agreement), Developer will access and process limited Licence Administration Data necessary to operate the portal. Licence Administration Data is defined in Section 1 and does not include Customer Data.
7.3 No Telemetry
The Software does not collect, transmit, or phone home with any telemetry, device data, system information, or usage analytics. The Software does not communicate with Developer’s servers during normal operation. Update checks, where available, are initiated by the IDE marketplace (JetBrains or Visual Studio Code), not by the Software itself.
7.4 No Sale or Marketing Use
Developer does not sell, rent, or trade Your personal information or Licence Administration Data. Developer does not use Customer Data or Licence Administration Data for marketing purposes or to build advertising profiles.
7.5 Privacy Policy
Developer’s collection, use, and protection of personal information is further described in the Karate Labs Privacy Policy at karatelabs.io/privacy-policy.
8. Data Protection
(a) The Software operates entirely on-premises within Your environment and does not transmit Customer Data to Developer. Developer acts as neither a data controller nor a data processor with respect to Customer Data under the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), the California Consumer Privacy Act (“CCPA/CPRA”), or any other applicable data protection law.
(b) For any limited personal information that Developer does process (e.g., account information, Licence Administration Data), such processing is governed by the Karate Labs Privacy Policy at karatelabs.io/privacy-policy.
(c) If You use Karate Sensei, the Licence Administration Data processed through the portal is described in Section 7.2 above and is subject to the data protection provisions of the Enterprise Customer Agreement, where applicable.
(d) Developer does not process any sensitive personal information or special categories of data through the Software.
9. Intellectual Property
The proprietary components of the Software are protected by copyright and other intellectual property laws and treaties. Developer owns all title, copyright, and other intellectual property rights to the proprietary components of the Software. Open-Source Components are licensed under the MIT License and are not the subject of this intellectual property clause.
10. Confidentiality
Each party acknowledges that, in connection with this EULA, it may receive information that is confidential or proprietary to the other party (“Confidential Information”). Confidential Information includes, without limitation, the terms of this EULA (including pricing), technical information, business plans, and any information designated as confidential or that a reasonable person would understand to be confidential.
Each party agrees to: (a) use the other party’s Confidential Information solely for the purposes of this EULA; (b) not disclose Confidential Information to any third party without the disclosing party’s prior written consent, except to employees, contractors, and advisors who need to know and are bound by obligations of confidentiality no less restrictive than these; and (c) protect Confidential Information with the same degree of care it uses for its own confidential information, but no less than reasonable care.
These confidentiality obligations do not apply to information that: (i) is or becomes publicly available without breach of this EULA; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed without reference to the Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice and cooperates to limit disclosure.
If You have entered into an Enterprise Customer Agreement that includes confidentiality provisions, those provisions shall prevail to the extent of any conflict with this Section 10.
11. Disclaimer of Warranty
ALL SOFTWARE IS PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES. YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
DEVELOPER DOES NOT WARRANT THAT THE SOFTWARE IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SOFTWARE MEETS YOUR REQUIREMENTS; THAT THE SOFTWARE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NOTHING IN THIS EULA EXCLUDES OR LIMITS ANY WARRANTY, CONDITION, OR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING UNDER THE UK CONSUMER RIGHTS ACT 2015 OR EU CONSUMER PROTECTION DIRECTIVES. TO THE EXTENT SUCH MANDATORY PROTECTIONS APPLY, DEVELOPER’S LIABILITY SHALL BE LIMITED TO THE MINIMUM REQUIRED BY LAW.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DEVELOPER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THIS EULA OR THE USE OF THE SOFTWARE, EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL DEVELOPER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA OR THE USE OF THE SOFTWARE EXCEED THE TOTAL FEES WHICH YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
NOTHING IN THIS EULA EXCLUDES OR LIMITS DEVELOPER’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY DEVELOPER’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
JETBRAINS’ LIABILITY IS EXCLUDED IN ITS ENTIRETY AS JETBRAINS IS NOT A PARTY TO THE CONTRACTUAL RELATIONSHIP BETWEEN DEVELOPER AND YOU. MICROSOFT CORPORATION’S LIABILITY IS EXCLUDED IN ITS ENTIRETY AS MICROSOFT IS NOT A PARTY TO THE CONTRACTUAL RELATIONSHIP BETWEEN DEVELOPER AND YOU.
13. Indemnification
13.1 Indemnification by Developer
Developer shall defend, indemnify, and hold harmless You from and against any third-party claim alleging that Your use of the Software in accordance with this EULA infringes a third party’s intellectual property rights, and shall pay any damages finally awarded by a court of competent jurisdiction or agreed in settlement (provided Developer has sole control of the defence and settlement). Developer’s obligations under this Section shall not apply if the claim arises from: (a) modification of the Software by anyone other than Developer; (b) combination of the Software with materials not provided by Developer; (c) use of the Software other than in accordance with this EULA and the Documentation; or (d) use of a version of the Software other than the then-current release, if the infringement would have been avoided by use of the current release.
13.2 Indemnification by You
You shall defend, indemnify, and hold harmless Developer from and against any third-party claim arising from: (a) Your use of the Software in violation of this EULA; (b) Your Customer Data; or (c) Your violation of any applicable law or regulation.
14. Termination
14.1 Termination for Convenience
You may terminate this EULA at any time by ceasing all use of the Software and destroying all copies in Your possession.
14.2 Termination for Cause
If either party commits a material breach of this EULA, the non-breaching party may give written notice specifying the breach. If the breach is remediable, the breaching party shall have thirty (30) days from receipt of such notice to cure the breach. If the breach is not cured within the cure period, the non-breaching party may terminate this EULA immediately upon written notice.
14.3 Immediate Termination
Notwithstanding Section 14.2, Developer may terminate this EULA immediately upon written notice if You: (a) reverse-engineer, decompile, or disassemble the proprietary components of the Software; (b) infringe Developer’s intellectual property rights; (c) attempt to circumvent licence restrictions or access controls; or (d) use the Software for any unlawful purpose.
14.4 Effect of Termination
Upon termination of this EULA, You shall immediately cease all use of the Software and destroy all copies, full or partial, of the Software in Your possession. Sections 1, 7, 8, 9, 10, 11, 12, 13, 15, and 16 shall survive termination.
15. Governing Law and Dispute Resolution
This EULA is governed by the laws of the State of Texas, United States, without regard to its principles of conflicts of law. Any dispute arising out of or relating to this EULA shall be resolved exclusively in the state or federal courts located in Texas, and You consent to the personal jurisdiction and venue of such courts.
16. General Provisions
16.1 Entire Agreement
This EULA, together with Your Confirmation and any applicable Enterprise Customer Agreement, constitutes the entire agreement between You and Developer with respect to the Software and supersedes all prior agreements, proposals, negotiations, and communications, whether written or oral. In the event of a conflict, the order of precedence is: (1) Enterprise Customer Agreement (if applicable); (2) this EULA; (3) the Confirmation.
16.2 Severability
If any provision of this EULA is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.
16.3 Waiver
The failure of either party to enforce any right or provision of this EULA shall not constitute a waiver of such right or provision.
16.4 Assignment
You may not assign or transfer this EULA without the prior written consent of Developer. Developer may assign this EULA freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.
16.5 Notices
All notices under this EULA shall be in writing and sent to the addresses set forth below, or to such other address as a party may designate in writing.
17. Contact Information
For general enquiries concerning the Software:
Karate Labs Inc.
1507 Sandcroft Ln
Sugar Land, TX 77479
United States
Email: info@karatelabs.io
For data protection enquiries: privacy@karatelabs.io