KokuaOS — Definitions Schedule

The shared dictionary for the KokuaOS legal framework. These definitions apply to the Master Terms & Conditions, every KokuaOS subscription and partner agreement, and every Policy that references them.

Capitalized terms used in any KokuaOS agreement or Policy and not defined there have the meanings given here.

1. How to read these definitions

Defined terms are capitalized. Singular includes plural and vice versa. "Including" means "including without limitation." References to a Policy or the Documentation are to the version in effect when the relevant Services are used, as updated under the Master Terms. If a term is defined both here and in an executed Order Form or addendum, the Order Form or addendum controls for that transaction.

2. Definitions

Active AI Employee means an AI Employee that is enabled for Production use. Only Active AI Employees count toward a Platform License allocation, count toward partner minimums, and are billable as licensed employees. Draft AI Employees and AI Employees in Sandbox are not Active. Pausing, deactivating, archiving, or reverting an AI Employee to Draft removes it from Active status prospectively.

Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means more than 50% of the voting equity or the power to direct management.

Agreement means, for a given party, the Master Terms & Conditions together with the applicable subscription or partner agreement, all Order Forms, all incorporated Policies, and any executed addenda, as each is updated in accordance with its terms.

AI Consumption means the measured use of AI Services and related compute, communications, and processing, whether performed by KokuaOS-managed providers or a BYO Provider. AI Consumption is broad and technology-neutral and includes present and future AI-enabled processing, such as: large language model inference, reasoning, prompts, and completions; speech-to-text and text-to-speech; voice and media processing; knowledge retrieval, vector search, and embeddings; API, EasyFunctions, and EasyFlow execution; data transformation; interactions across Communication Channels (voice, SMS, email, chat, web chat, Teams, Slack, WhatsApp, and similar); Sandbox and testing activity; and other AI-enabled capabilities KokuaOS may offer.

AI Employee means a configurable AI-powered agent created on the Platform to handle communications and tasks across one or more Communication Channels. An AI Employee may exist as a Draft AI Employee, in Sandbox, or as an Active AI Employee.

AI Output means any content, response, transcription, summary, classification, recommendation, action, or other output generated by the AI Services, including output generated through a BYO Provider.

AI Services means the artificial-intelligence features of the Platform, including AI Employees, model orchestration, knowledge retrieval, voice and messaging automation, EasyAPI, EasyFunctions, EasyFlow, and the Compliance Shield, together with the underlying inference, retrieval, and processing.

Authorized User means an individual whom Customer (or a partner or its Customer, as applicable) permits to access the Services under its account, such as an employee, agent, or contractor. Customer is responsible for its Authorized Users.

Billing Owner means, for a given account, the entity that issues invoices to and collects payment from that account: KokuaOS for its direct Service Providers, direct Resellers, and direct Customers; a Service Provider for its Resellers and direct Customers; and a Reseller for its Customers. A Customer is not a Billing Owner.

BYO Provider means a third-party service that a Service Provider or Customer brings, contracts for, and controls for use with the Platform — for example SIP, telephone numbers (DIDs), carriers, LiveKit or other media, large language models, speech-to-text/text-to-speech, SMS, email, identity, CRM/ERP/ HRIS, payment, and cloud or storage providers. A BYO Provider is a Third-Party Service.

Communication Channel (or Channel) means a medium through which an AI Employee communicates, such as voice/telephony, SMS, email, web chat, WhatsApp, Microsoft Teams, and Slack, as available on the Platform.

Commercial Parent means the entity immediately above an account in the commercial hierarchy that sets that account's pricing and serves as its Billing Owner (for a Customer, its Reseller, Service Provider, or Master Admin, as applicable; for a Reseller, its Service Provider or Master Admin; for a Service Provider, Master Admin).

Compliance Shield means the KokuaOS features that help Customers configure disclosures, consent, verification, recording, data-handling, and related controls. The Compliance Shield is a configurable tool designed to support compliance programs; it does not by itself make any party compliant.

Confidential Information means non-public information disclosed by or on behalf of one party that is marked or reasonably understood to be confidential, including the KokuaOS technology, architecture, prompts, workflows, pricing, security information, roadmaps, and the terms of an Agreement. It excludes information that is or becomes public through no fault of the recipient, was rightfully known without duty of confidentiality, is independently developed, or is rightfully received from a third party.

Customer means an entity that subscribes to the Services for its own business use under a Customer Subscription Agreement, whether directly from KokuaOS or through a Reseller or Service Provider.

Customer Content means the configurations, prompts, instructions, Knowledge Base content, workflows Customer builds, and other content Customer or its Authorized Users create, upload, or configure on the Platform, including Customer-specific AI Employee configuration. Customer Content is a subset of Customer Data. Customer Content does not include the Platform, KokuaOS-supplied templates, or the underlying methods, models, or technology, which remain KokuaOS's.

Customer Data means data that Customer or its Authorized Users, or end users interacting with an AI Employee, submit to or generate through the Services on Customer's behalf, including Customer Content, call/message transcripts and recordings where enabled, and Personal Data processed for Customer. As between the parties, Customer owns Customer Data.

Documentation means the KokuaOS user and technical documentation, and usage or administrative guidance, that KokuaOS makes generally available for the Services.

Draft AI Employee means an AI Employee that has been created but not enabled for Production. A Customer or partner may create unlimited Draft AI Employees. Draft AI Employees do not count toward a Platform License allocation or partner minimums, but activity involving a Draft AI Employee (including testing) may still generate billable AI Consumption.

EasyAPI means the KokuaOS capability for connecting the Platform to external systems and APIs.

EasyFlow means the KokuaOS capability for building and executing multi-step conversational or task workflows.

EasyFunctions means the KokuaOS capability for defining and executing governed custom functions and actions the AI Services may invoke.

Effective Date means the date an Agreement is executed or, if earlier, the date access to the Services is first made available under the applicable Order Form.

Knowledge Base means the documents, URLs, and other reference content a Customer or partner provides so an AI Employee can retrieve and use it. Uploaded Knowledge Base content is Customer Content.

KokuaOS means KokuaOS, Inc. and its Affiliates.

KokuaOS Parties means KokuaOS and its owners, founders, officers, directors, employees, affiliates, contractors, licensors, investors, successors, and assigns. The KokuaOS Parties are intended third-party beneficiaries of the disclaimers, limitations of liability, releases, and indemnities in each Agreement and may enforce them directly.

Master Admin means KokuaOS in its role operating the Platform at the top of the commercial hierarchy, including its authority to create Service Providers, Resellers, and Customers, and to set platform-level pricing, allocations, and overage.

Order Form means an ordering document, online order, or plan selection executed or accepted by a party and its Billing Owner that references the applicable Agreement and states the ordered Services, plan, fees, term, and any transaction-specific terms.

Personal Data means information relating to an identified or identifiable individual that is protected as personal data, personal information, or the equivalent under applicable privacy law.

Platform means the KokuaOS hosted, multi-tenant software platform and its Services, including the runtime, orchestration, APIs, EasyAPI, EasyFunctions, EasyFlow, Compliance Shield, dashboards, and related technology KokuaOS makes available.

Platform License means the right granted to a Service Provider to access and use the Platform on a white-label, multi-tenant basis under the Service Provider Agreement, including an included allocation of Active AI Employees and the associated fees, allocation, and overage set by KokuaOS.

Policies means the KokuaOS policies published at /legal (and the Trust Center at /trust), as updated from time to time, including those incorporated by reference into an Agreement.

Production means use of the Services for live, real-world operations with real end users or data, as opposed to Draft configuration or Sandbox testing.

Reseller means an entity authorized under a Reseller Agreement to market and resell the Services to Customers at reseller-defined retail pricing, paying its Commercial Parent's wholesale rate. A Reseller does not have authority to bind KokuaOS.

Sandbox means a testing or evaluation mode or environment for configuring and trying AI Employees before Production. Sandbox is not a free-usage environment: activity in Sandbox may generate billable AI Consumption and Variable Charges.

Service Provider (or SP) means an entity authorized under a Service Provider Agreement to use the Platform as a white-label solution, bringing its own provider stack, paying a Platform License, and creating and billing its own Resellers and Customers.

Services means the Platform, the AI Services, the Documentation, and related KokuaOS offerings made available under an Agreement, excluding Third-Party Services.

Subprocessor means a third party engaged by KokuaOS to process Personal Data on KokuaOS's behalf in providing the Services. A BYO Provider selected and controlled by a Customer or Service Provider is not a KokuaOS Subprocessor.

Third-Party Service means a product, service, network, model, or system not provided by KokuaOS that is used with or integrated into the Services, including BYO Providers, carriers, and third-party APIs. Third-Party Services are provided by their own providers under their own terms.

Usage Event means a discrete, measured instance of AI Consumption or other metered activity that the Platform records for reporting and billing.

Variable Charges means fees that depend on measured usage rather than a fixed subscription, including AI Consumption, telephony and messaging charges, BYO or third-party pass-through charges, overage, and applicable taxes. Variable Charges are non-refundable except as required by law.

White Label means the right of a Service Provider (and, as permitted, its Resellers) to present the Platform under its own brand. White-label rights do not transfer ownership of, or any license to, the KokuaOS software, source code, architecture, or other KokuaOS intellectual property.

3. Interpretation

Headings are for convenience only. A reference to a statute or rule includes its successors and implementing rules. If any definition is held unenforceable, it is limited to the minimum extent necessary and the remainder stays in effect. The most specific applicable definition controls.