KokuaOS — Master Terms & Conditions

The common legal backbone incorporated by reference into every KokuaOS Customer Subscription Agreement, Reseller Agreement, and Service Provider Agreement.

Capitalized terms have the meanings in the KokuaOS Definitions Schedule (kokuaos.com/legal/definitions).

1. Parties, Acceptance, and Scope

These Master Terms & Conditions ("Master Terms") govern access to and use of the Services and are part of, and are incorporated by reference into, each Customer Subscription Agreement, Reseller Agreement, and Service Provider Agreement entered into between KokuaOS, Inc. ("KokuaOS") and a Customer, Reseller, or Service Provider. The party that enters into such an agreement with KokuaOS is referred to in these Master Terms as the "Counterparty." The Master Terms, together with the applicable Customer Subscription Agreement, Reseller Agreement, or Service Provider Agreement (the "Signature Agreement"), all Order Forms, the Definitions Schedule, the incorporated Policies, and any executed addenda, form the "Agreement" between KokuaOS and the Counterparty.

Acceptance. The Counterparty accepts these Master Terms and the Agreement by executing an Order Form or Signature Agreement that references them, by accepting them electronically, or by accessing or using the Services, whichever occurs first. The individual accepting represents that they are authorized to bind the Counterparty. If the Counterparty does not agree, it must not access or use the Services.

Scope. These Master Terms apply to all Services made available to the Counterparty and to its Affiliates, Authorized Users, and, where the Counterparty is a Reseller or Service Provider, its downstream Resellers and Customers as provided in the Agreement. Future KokuaOS products, modules, and features are governed by the Agreement unless a separate signed agreement expressly governs them. These Master Terms do not themselves create a subscription; the ordered Services, plan, fees, and term are stated in the applicable Order Form and Signature Agreement.

2. Definitions and Interpretation

Capitalized terms used but not defined in these Master Terms have the meanings given in the KokuaOS Definitions Schedule (kokuaos.com/legal/definitions), which is incorporated by reference. In these Master Terms: defined terms are capitalized; the singular includes the plural and vice versa; "including" means "including without limitation"; "Policies" means the KokuaOS policies published at /legal, as updated from time to time; and references to a Policy or the Documentation are to the version in effect when the relevant Services are used. If a term is defined both here and in an executed Order Form or addendum, the Order Form or addendum controls for that transaction.

3. Subscription License and Access Rights

Hosted subscription; no sale. The Services are provided as a hosted, multi-tenant subscription. Subject to the Agreement and payment of applicable fees, KokuaOS grants the Counterparty a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted for Resellers and Service Providers under their Signature Agreements), and revocable right to access and use the Services during the term, solely for the Counterparty's permitted business purposes as described in the Agreement.

No transfer of ownership. The Services are licensed and accessed, not sold. KokuaOS and its licensors retain all right, title, and interest in and to the Platform and the Services. No source code is provided; no copy of the Platform is delivered; no title passes; and no license is granted by implication, estoppel, or otherwise except as expressly stated in the Agreement. Any White Label or branding rights granted to a Service Provider or Reseller are limited to presenting the Platform under the partner's brand and grant no ownership of, or license to, the KokuaOS software, source code, architecture, or other KokuaOS intellectual property. KokuaOS reserves all rights not expressly granted.

4. Authorized Users and Account Security

The Counterparty is responsible for its Authorized Users and for all activity occurring under its account, whether or not authorized. The Counterparty and its Authorized Users must keep credentials confidential, must not share accounts except as the Platform permits, and must promptly notify KokuaOS of any suspected unauthorized access or use. Acts and omissions of an Authorized User are attributed to the Counterparty as if they were the Counterparty's own. A Reseller or Service Provider is responsible for its downstream Resellers, Customers, and their respective Authorized Users to the same extent it is responsible for its own, and must flow down terms at least as protective of the KokuaOS Parties as the Agreement.

5. Counterparty Responsibilities and Lawful Use

The Counterparty is solely responsible for, and warrants that it and its Authorized Users will be responsible for: (a) its Authorized Users, and its personnel, employees, contractors, Affiliates, invited users, and (where it is a Reseller or Service Provider) downstream Resellers and Customers, in each case acting under or through its account or the Services; (b) the configurations, prompts, instructions, Knowledge Base content, workflows, AI Employee behavior, and other Customer Content it creates or deploys, including its EasyAPI connections, EasyFunctions, EasyFlow workflows, custom functions, and other integrations; (c) the systems, data sources, APIs, and Third-Party Services it connects to the Platform; (d) providing all legally required disclosures, notices, and consents, including call-recording, monitoring, messaging, and marketing notices and consents; and (e) its own compliance with all laws applicable to its use of the Services and its business. The Counterparty must use the Services in accordance with the Documentation, the Acceptable Use Policy (kokuaos.com/legal/aup), and all applicable laws.

Attribution of AI Employee conduct. Statements an AI Employee makes to the Counterparty's own customers, callers, and other third parties, and actions it takes in systems the Counterparty has connected and authorized, are attributable to the Counterparty as if made or taken by its own personnel, and the Counterparty is responsible for them as between the parties and toward those third parties. This applies whether the conduct followed the Counterparty's configuration, prompts, Knowledge Base content, or workflows, or resulted from the AI Employee's own generation, and whether or not the Counterparty anticipated it. The Counterparty is responsible for supervising its AI Employees, for the commitments they make on its behalf, and for the scope of the authority and system access it grants them. Nothing in this paragraph limits Section 12 (AI Output; Human Oversight), and nothing in it makes KokuaOS a party to, or liable under, any agreement, representation, or commitment an AI Employee makes to a third party.

Prohibited conduct. Except to the extent applicable law prohibits the restriction, the Counterparty and its Authorized Users must not, and must not permit any person to: (i) reverse engineer, decompile, or disassemble the Platform or attempt to derive its source code, structure, or underlying methods; (ii) engage in prompt harvesting or the extraction, cloning, or replication of KokuaOS workflows, architecture, prompts, or configurations; (iii) harvest models or AI Output to build a competing product or to train a competing model; (iv) scrape or use automated means to access the Services except as expressly permitted; (v) circumvent, disable, or interfere with technical safeguards, security features, tenancy isolation, or usage metering; (vi) resell, sublicense, or provide the Services to third parties except as expressly permitted by a Reseller or Service Provider Signature Agreement; or (vii) use the Services in violation of the Acceptable Use Policy or applicable law. The Counterparty owns responsibility for all consent, recording, TCPA, CAN-SPAM, and similar communications-law obligations arising from its use.

6. Customer Data and Customer Content

Ownership. As between the parties, the Counterparty (or the Customer, as applicable) owns Customer Data and Customer Content, including uploaded Knowledge Base content, Customer-created configurations, prompts, and content, and Customer-specific AI Employee configuration. Customer Content does not include the Platform, KokuaOS-supplied templates, or the underlying methods, models, or technology, which remain KokuaOS's.

License to KokuaOS. The Counterparty grants KokuaOS and its Subprocessors a worldwide, non-exclusive, royalty-free right to host, copy, transmit, process, display, and otherwise use Customer Data and Customer Content solely to provide, maintain, secure, and support the Services, to prevent or address technical or security issues and abuse, and as otherwise instructed by the Counterparty or permitted by the Agreement.

No model training without authorization. KokuaOS will not use Customer Content to train foundation models without the Counterparty's explicit written authorization. KokuaOS may create and use aggregated and de-identified data and analytics derived from use of the Services that cannot reasonably be used to identify the Counterparty, any Customer, or any individual, including to operate, secure, improve, and develop the Services and KokuaOS's business.

Responsibility for data. The Counterparty is responsible for the accuracy, quality, legality, and appropriateness of Customer Data and Customer Content and for having the necessary rights and consents to submit them to the Services and to have them processed as contemplated by the Agreement.

7. Third-Party Services

The Services may interoperate with, or the Counterparty may bring, Third-Party Services and BYO Providers — for example SIP, telephone numbers (DIDs), carriers, media, large language models, speech-to-text/text-to-speech, SMS, email, identity, CRM/ERP/HRIS, payment, and cloud or storage providers. Third-Party Services and BYO Providers are provided by their own providers under their own terms, and the Counterparty (or the Service Provider or Customer that brings them) is solely responsible for them, including their accounts, fees, security, credentials, compliance, availability, and taxes. KokuaOS orchestrates but does not control, warrant, or assume responsibility for any Third-Party Service or BYO Provider (for example, and without limitation, providers such as OpenAI, Anthropic, Google, Microsoft and Microsoft Azure, Amazon Web Services, LiveKit, Twilio, ElevenLabs, and Deepgram, and SIP, DID, and telecommunications carriers). The KokuaOS Parties have no liability for, and none of the following is a breach by KokuaOS: any Third-Party Service or BYO Provider outage, degradation, latency, error, act, or omission; any change to, deprecation of, or removal of a provider feature, model, endpoint, or API; any change in a provider's pricing, terms, model behavior, or output; any provider security incident or data breach; or any provider insolvency, bankruptcy, or discontinuation. Such events are excluded from KokuaOS's warranties, service commitments, and liability and may affect the availability, functionality, or Variable Charges of the Services. KokuaOS may add, change, or discontinue integrations with Third-Party Services from time to time.

8. Fees, Taxes, Late Payment, and Billing Disputes

Fees and Billing Owner. The Counterparty will pay all fees stated in or determined under the applicable Order Form to its Billing Owner. Pricing comes from the Counterparty's immediate Commercial Parent: a direct KokuaOS account pays KokuaOS; a Reseller pays its Commercial Parent's wholesale rate; and a Customer pays its Commercial Parent's retail price plus Variable Charges. Fees are stated exclusive of taxes.

Variable Charges; measured usage governs. Fees include fixed subscription and Platform License fees and usage-based Variable Charges, including AI Consumption, telephony and messaging charges, BYO or third-party pass-through charges, and overage. The Platform's measured usage records govern all Variable Charges. Dashboards, forecasts, budgets, and alerts are estimates for convenience only; they do not cap usage, guarantee a cutoff, or limit charges. Activity in Sandbox and testing, and activity involving Draft AI Employees, may generate billable AI Consumption and Variable Charges. Failed or partial requests may be billable where a provider charged or platform resources were used. Usage may be reconciled and adjusted after provider settlement.

Taxes. The Counterparty is responsible for all sales, use, VAT, GST, telecommunications, and similar taxes and regulatory fees, excluding taxes on KokuaOS's net income. If KokuaOS is required to collect such taxes, they will be added to the invoice unless the Counterparty provides a valid exemption certificate.

Payment terms. Unless the Order Form states otherwise, invoices are due Net 30 from the invoice date. Undisputed amounts not paid when due accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, plus reasonable collection costs. KokuaOS or the applicable Billing Owner may suspend the Services for non-payment after notice as provided in Section 17.

Billing disputes. The Counterparty must dispute an invoice in good faith within 30 days of the invoice date by written notice identifying the disputed amount and basis; the parties will work in good faith to resolve it, and the Counterparty will pay all undisputed amounts when due. After 30 days, the invoice is final and binding except for fraud or a bona fide billing-system error.

Refunds. Except as required by law or expressly agreed in writing, all fees are non-refundable and there are no credits for partial periods or unused Services. This is in addition to the first-30-day satisfaction right in the Customer Subscription Agreement, which applies to prepaid, unused subscription fees only. AI Consumption, telephony, third-party and BYO usage, taxes, and other Variable Charges are non-refundable.

9. Confidentiality

Each party (as "Recipient") will protect the other party's Confidential Information using at least reasonable care, will use it only to perform under or exercise rights within the Agreement, and will not disclose it except to its personnel, Affiliates, and advisors who need it and are bound by confidentiality obligations at least as protective as these. Confidential Information includes the KokuaOS technology, architecture, prompts, workflows, pricing, security information, roadmaps, and the terms of the Agreement, and excludes information that is or becomes public through no fault of the Recipient, was rightfully known without a duty of confidentiality, is independently developed, or is rightfully received from a third party. The Recipient may disclose Confidential Information if compelled by law, provided it gives reasonable prior notice where lawful and cooperates in seeking protective treatment. On expiration or termination, or on the discloser's request, the Recipient will return or destroy Confidential Information, subject to routine backup retention and legal-hold requirements. Money damages may be inadequate for breach of this Section, and the disclosing party may seek injunctive relief without posting a bond.

10. Intellectual Property and Feedback

KokuaOS IP. KokuaOS and its licensors own and retain all right, title, and interest in and to the Platform and the Services, including: their source code, architecture, runtime, and orchestration and routing logic; the APIs, EasyAPI, EasyFunctions, EasyFlow, and Compliance Shield; the AI Employee model and framework; KokuaOS-supplied prompt templates and workflow templates; the billing engine and the AI Consumption (metering) engine; retrieval architecture, retrieval-augmented-generation (RAG) methods, and other retrieval, optimization, tuning, and benchmarking methods and results; aggregated and de-identified analytics; the Documentation; the user interfaces, user experience, workflows, and know-how of the Services; and all improvements, derivative platform technology, and future modules and features — together with all intellectual property rights in the foregoing. The Counterparty's configuration, customization, integration, or modification of the Services, and any Customer Content it creates, do not transfer to the Counterparty any ownership of or other right in the KokuaOS technology, and any improvement, enhancement, or derivative of the Platform or Services (excluding Customer Content) is owned by KokuaOS.

Counterparty IP. As between the parties, the Counterparty (or the Customer) owns Customer Data, uploaded Knowledge Base content, Customer-created configurations, prompts, and content, and Customer-specific AI Employee configuration, including all intellectual property rights therein.

Feedback. If the Counterparty or its Authorized Users provide suggestions, ideas, or other feedback regarding the Services, KokuaOS may use it for any purpose without restriction or obligation, and the Counterparty grants KokuaOS a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback. KokuaOS reserves all rights not expressly granted.

11. Security and Privacy Allocation

KokuaOS maintains an information-security program with administrative, technical, and organizational measures designed to protect the Services and Customer Data, as described in the Security Policy (kokuaos.com/legal/security). KokuaOS processes Personal Data as described in the Privacy Policy (kokuaos.com/legal/privacy) and, where applicable, the Data Processing Addendum (kokuaos.com/legal/dpa), which govern in the event of a conflict regarding Personal Data. KokuaOS may engage Subprocessors as described in the Subprocessor Policy (kokuaos.com/legal/subprocessors). Security and privacy are a shared responsibility: the Counterparty is responsible for configuring available controls appropriately, securing its credentials and connected systems, managing Authorized Users, and meeting its own legal obligations for the data it processes through the Services. A BYO Provider selected and controlled by the Counterparty is not a KokuaOS Subprocessor.

12. AI Output; Human Oversight

AI Output; Human Oversight. The Services use artificial intelligence. AI Output may be inaccurate, incomplete, or outdated; may be biased, inconsistent, or otherwise unsuitable; may fabricate facts, citations, or sources; may omit material information; may misunderstand a prompt, instruction, or context; and may "hallucinate" or produce content that appears authoritative but is wrong. AI Output is not professional, legal, medical, financial, or other regulated advice, and the Services provide assistance only and are not a substitute for professional judgment or independent verification. Customer is solely responsible for reviewing AI Output and for any decision or communication it enables, and must maintain qualified human review before relying on AI Output for any legal, medical, financial, employment, safety, eligibility, or other high-risk or legally significant decision. KokuaOS disclaims all liability for reliance on AI Output to the fullest extent permitted.

13. Compliance — Shared Responsibility

Compliance with laws is a shared responsibility. KokuaOS provides configurable controls, including the Compliance Shield, that are designed to support compliance programs; use of the Platform alone does not make any party compliant, and KokuaOS does not represent, warrant, or guarantee that the Services are or will be HIPAA, PCI DSS, SOC 2, GDPR, ISO 27001, or otherwise compliant or certified unless KokuaOS expressly so certifies in a signed writing. See the Compliance & Shared Responsibility Policy (kokuaos.com/legal/shared-responsibility).

The Counterparty must not submit or process protected health information ("PHI") through the Services unless KokuaOS has approved the use case, providers, and architecture in writing and, where required, a Business Associate Agreement (kokuaos.com/legal/hipaa) has been signed. The Counterparty must not submit full cardholder data except within a payment workflow KokuaOS has expressly approved. As between the parties, the Counterparty owns and is responsible for consent; call recording, monitoring, TCPA, and CAN-SPAM compliance; privacy; employment; healthcare; financial-services; consumer-protection; and AI-specific legal obligations applicable to its use. KokuaOS is not a law firm, auditor, payment processor, healthcare provider, telecommunications carrier, or compliance consultant, and nothing in the Agreement makes it one, unless separately agreed in a signed writing.

No Professional Services; No Fiduciary Relationship. KokuaOS provides a software platform only. KokuaOS is not, and is not acting as, the Counterparty's attorney, accountant, auditor, compliance consultant, managed service provider (MSP), telecommunications carrier, healthcare provider, financial advisor, or fiduciary, and provides no legal, accounting, tax, compliance, medical, financial, or other professional advice. Nothing in the Agreement or in the parties' relationship creates any fiduciary, advisory, agency, or special relationship or duty, and none will be implied, unless KokuaOS expressly agrees otherwise in a signed writing. The Counterparty is responsible for obtaining its own professional advice regarding its use of the Services and its legal, regulatory, and business obligations.

14. Warranties and Disclaimers

Mutual authority warranty. Each party warrants that it has the legal power and authority to enter into and perform the Agreement.

Limited services warranty. KokuaOS warrants that, during the term, the Services will perform materially in accordance with the applicable Documentation. As the Counterparty's sole and exclusive remedy, and KokuaOS's entire liability, for breach of this warranty, KokuaOS will use commercially reasonable efforts to correct the non-conformity and, if KokuaOS cannot do so within a reasonable time, either party may terminate the affected Services and KokuaOS will refund the prepaid, unused subscription fees for the affected Services for the remainder of the then-current term. This warranty does not apply to issues caused by Third-Party Services or BYO Providers, the Counterparty's configurations, content, or misuse, or use of the Services other than in accordance with the Documentation, and does not apply to Beta features.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE KOKUAOS PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE KOKUAOS PARTIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT AI OUTPUT WILL BE ACCURATE, OR THAT THIRD-PARTY OR BYO PROVIDERS WILL PERFORM. BETA FEATURES ARE PROVIDED "AS IS" WITH NO WARRANTY OR SLA.

15. Indemnification

By the Counterparty. The Counterparty will defend, indemnify, and hold harmless the KokuaOS Parties from and against any third-party claim, and any resulting losses, damages, liabilities, settlements, penalties, fines, and reasonable attorneys' fees and costs, arising out of or relating to: (a) Customer Data, Customer Content, prompts, Knowledge Base content, configurations, or workflows, and the acts or omissions of the AI Employees as configured or deployed by the Counterparty; (b) the Counterparty's connected systems, Third-Party Services, and BYO Providers; (c) unlawful, infringing, or unauthorized communications or content, or violation of privacy, recording, TCPA, CAN-SPAM, healthcare, payment-card, financial, employment, consumer-protection, or AI laws; (d) the Counterparty's breach of the Agreement, the Acceptable Use Policy, or applicable law; (e) infringement or misappropriation of any third party's intellectual property or other rights by Customer Data or Customer Content; and (f) the acts, omissions, and claims of the Counterparty's Authorized Users and, where the Counterparty is a Reseller or Service Provider, its downstream Resellers and Customers and their Authorized Users.

By KokuaOS. KokuaOS will defend the Counterparty against a third-party claim alleging that the Services, as provided by KokuaOS and used in accordance with the Agreement, infringe a valid United States patent, registered copyright, or registered trademark, or misappropriate a trade secret, and will indemnify the Counterparty for amounts finally awarded against it or agreed in settlement for such claim. This obligation does not apply to, and KokuaOS has no liability for, any claim arising from: (i) Customer Data, Customer Content, prompts, Knowledge Base content, configurations, or workflows; (ii) AI Output; (iii) Third-Party Services or BYO Providers; (iv) combination or use of the Services with items not provided by KokuaOS where the claim would not have arisen but for the combination; (v) modification of the Services other than by KokuaOS; (vi) use of the Services other than in accordance with the Agreement or Documentation, or after notice to cease; (vii) Beta features or no-charge use; or (viii) the Counterparty's continued allegedly infringing activity after a correction or replacement is made available.

Exclusive remedy for infringement. If the Services are, or in KokuaOS's reasonable opinion are likely to become, the subject of an infringement claim, KokuaOS may, at its option and expense: (1) procure the right for the Counterparty to continue using the affected Services; (2) modify or replace the affected Services to make them non-infringing while materially preserving functionality; or (3) if neither (1) nor (2) is commercially reasonable, terminate the affected Services on notice and refund the prepaid, unused fees for the affected Services for the remainder of the then-current term. This Section states KokuaOS's entire liability, and the Counterparty's sole and exclusive remedy, for any claim of infringement or misappropriation.

Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim (delay excuses the indemnifying party only to the extent prejudiced), (b) give the indemnifying party sole control of the defense and settlement (no settlement that admits liability or imposes a non-monetary obligation on the indemnified party without its consent, not unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense. This is the indemnified party's sole and exclusive remedy for the indemnified claims.

16. Limitation of Liability

Limitation of Liability. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, (a) IN NO EVENT WILL THE KOKUAOS PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF USE, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE FORM OF ACTION, WHETHER OR NOT FORESEEABLE, AND UNDER ANY THEORY OF LIABILITY — INCLUDING CONTRACT, TORT, NEGLIGENCE (INCLUDING GROSS NEGLIGENCE WHERE PERMITTED), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, AND STATUTORY OR OTHER CLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW — EVEN IF ADVISED OF, OR ON NOTICE OF, THE POSSIBILITY OF SUCH DAMAGES; AND (b) THE KOKUAOS PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY COUNTERPARTY TO ITS BILLING OWNER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITS APPLY TO ALL CLAIMS IN THE AGGREGATE (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, UNDER STATUTE TO THE EXTENT PERMITTED, OR OTHERWISE), APPLY EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, AND ARE AN AGREED ALLOCATION OF RISK REFLECTED IN THE PRICING. These limits protect all KokuaOS Parties as third-party beneficiaries. Excluded Claims (not subject to the cap or, for the damages waiver in (a), only as stated): a party's indemnification obligations; Counterparty's payment obligations; a party's breach of confidentiality (subject to any negotiated super-cap in an Order Form); infringement or misappropriation of the other's intellectual property; and liability that cannot be limited under applicable law. Some jurisdictions do not allow certain exclusions; those exclusions apply only to the extent permitted.

17. Suspension

KokuaOS (and, for downstream accounts, the applicable Billing Owner) may suspend the Services in whole or in part if: (a) an invoice is past due after notice; (b) the Counterparty's use poses a security, abuse, fraud, or legal risk, or violates the Acceptable Use Policy; (c) suspension is required by law or by a Third-Party Service or BYO Provider; (d) the Counterparty's use threatens the integrity, security, or performance of the Platform or others; or (e) KokuaOS reasonably suspects fraud, abuse, unlawful activity, prompt-injection or other attacks, credential compromise, sanctions or export-control concerns, or excessive or anomalous AI Consumption or usage. KokuaOS will limit any suspension to the scope and duration reasonably necessary and, where practicable and lawful, will provide notice and an opportunity to cure. KokuaOS may suspend without prior notice where the risk is imminent or the law requires. Suspension does not relieve the Counterparty of its payment obligations, and KokuaOS may reinstate the Services once the cause is resolved.

18. Term, Renewal, Termination, and Post-Termination Data

Term and renewal. The Agreement begins on the Effective Date and continues for the term stated in the Order Form. Unless the Order Form states otherwise, the term automatically renews 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. KokuaOS will give at least 30 days' notice of any renewal price change.

Termination for cause. Either party may terminate the Agreement (or the affected Order Form) if the other materially breaches and fails to cure within 30 days after written notice, or immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days. KokuaOS may also terminate for non-payment that remains uncured after notice, or for a suspension cause that is not cured.

Effect of termination. On expiration or termination, the Counterparty's right to access the Services ends, and all fees accrued or committed through the end of the then-current term become due. Termination does not entitle the Counterparty to any refund except as expressly provided in the Agreement.

Post-termination data. For 30 days after termination or expiration, KokuaOS will make Customer Data available for export in a commercially reasonable format on request. After that period, KokuaOS may delete Customer Data in the ordinary course, subject to retention that KokuaOS reasonably requires for backups made in the ordinary course, legal hold or litigation, fraud and security investigations, accounting, tax, and audit, payment-related purposes, and compliance with legal obligations; any retained Customer Data remains subject to the confidentiality and security terms of the Agreement, is used only for the retention purpose, and is deleted when that purpose ends. KokuaOS need not retain or return Customer Data during any period in which the Counterparty is in payment default.

Survival. Provisions that by their nature should survive — including those governing fees accrued, intellectual property, confidentiality, disclaimers, limitations of liability, indemnities, dispute resolution, and these survival terms — survive termination or expiration.

19. Publicity

KokuaOS may identify the Counterparty by name and logo as a customer or partner of KokuaOS in its customer lists, website, and marketing materials, consistent with any brand guidelines the Counterparty provides. The Counterparty may revoke this permission by written notice, and the parties may negotiate it out by redline in an Order Form. Any other public statement referencing the other party or the details of the relationship requires that party's prior written consent.

20. Governing Law and Dispute Resolution

Governing law. The Agreement is governed by the laws of the State of California, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution and mediation. Before initiating arbitration, a party must give written notice of the dispute, and the parties will attempt in good faith to resolve it through negotiation for 30 days and then through confidential, non-binding mediation administered by JAMS in California.

Binding arbitration. Any dispute not resolved through the process above will be finally resolved by binding arbitration administered by JAMS in California under its applicable rules, before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in a class, collective, or representative action to the fullest extent permitted by law. The arbitration will be confidential.

Carve-outs. Notwithstanding the above, either party may (a) seek injunctive or equitable relief in the state or federal courts located in San Francisco County, California to protect its intellectual property or Confidential Information, and (b) bring an individual claim in small-claims court. Venue for court matters lies in the state and federal courts located in San Francisco County, California, or in the California venue named in an applicable Order Form, and each party consents to their jurisdiction. If the class-action waiver is held unenforceable as to a claim, that claim proceeds in court, not arbitration. A party may opt out of this arbitration provision by written notice to the other party within 30 days after first accepting the Agreement, in which case disputes will be resolved in the courts identified above.

21. Assignment

KokuaOS may assign the Agreement, in whole or in part, in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets or business to which the Agreement relates. The Counterparty may not assign or transfer the Agreement, in whole or in part, without KokuaOS's prior written consent, except that no consent is required where such a restriction is unenforceable by operation of law. Any purported assignment in violation of this Section is void. The Agreement binds and benefits the parties' permitted successors and assigns.

22. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, sanctions and export restrictions, cyberattacks, denial-of-service attacks, and other malicious third-party conduct, and failures or outages of Third-Party Services, BYO Providers, AI or model providers, carriers, the internet, DNS or network infrastructure, utilities or power, or cloud or hosting infrastructure. The affected party will use reasonable efforts to mitigate and resume performance.

23. Notices, Electronic Signatures, and General Terms

Notices. Operational notices may be given by email or through the Platform. Legal notices must be in writing and sent to the addresses stated on the applicable Order Form (and, for KokuaOS, with a copy to its designated legal contact), and are effective on receipt.

Entire agreement; amendments. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous understandings. Except for KokuaOS's updates to Policies made in accordance with these Master Terms, any amendment must be in a writing signed by both parties. KokuaOS may update the Policies from time to time; material adverse changes take effect on renewal or 30 days after notice, whichever is earlier, except changes required by law or to address security or abuse, which are effective immediately.

Independent contractors. The parties are independent contractors; the Agreement creates no partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

Third-party beneficiaries. There are no third-party beneficiaries of the Agreement except that the KokuaOS Parties are intended third-party beneficiaries of, and may directly enforce, the disclaimers, limitations of liability, releases, and indemnities in the Agreement.

Severability; no waiver. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions remain in effect. A party's failure to enforce a provision is not a waiver of its right to do so later.

Government and export. The Counterparty will comply with applicable export-control and sanctions laws and will not use or provide access to the Services in violation of them, and represents it is not on any restricted-party or embargoed-territory list.

Counterparts; electronic signatures. The Signature Agreement and Order Forms may be executed in counterparts and by electronic signature, each of which is an original and together one instrument.

24. Order of Precedence and Incorporated Policies

Order of Precedence. If there is a conflict among the documents that make up this Agreement, the following order controls, from highest to lowest: (a) the applicable Order Form (only for the specific term it expressly modifies and only if it references the provision being modified); (b) any Data Processing Addendum or other executed addendum; (c) the applicable Customer Subscription Agreement, Reseller Agreement, or Service Provider Agreement; (d) these Master Terms & Conditions; (e) the Definitions Schedule; and (f) the other Policies incorporated by reference. A later-dated, mutually executed amendment controls over an earlier one. Non-conflicting terms are read together.

Incorporated Policies. The following Policies are incorporated by reference and form part of the Agreement, as updated in accordance with Section 23: the AI Services & AI Consumption Policy (kokuaos.com/legal/ai-consumption), Acceptable Use Policy (kokuaos.com/legal/aup), Compliance & Shared Responsibility Policy (kokuaos.com/legal/shared-responsibility), Privacy Policy (kokuaos.com/legal/privacy), Security Policy (kokuaos.com/legal/security), Support & SLA Policy (kokuaos.com/legal/sla), Partner Program Policy (kokuaos.com/legal/partner-program), Platform License Policy (kokuaos.com/legal/platform-license), BYO Provider Policy (kokuaos.com/legal/byo-providers), Responsible AI Policy (kokuaos.com/legal/responsible-ai), Subprocessor Policy (kokuaos.com/legal/subprocessors), Incident Response Policy (kokuaos.com/legal/incident-response), Vulnerability Disclosure Policy (kokuaos.com/legal/vulnerability-disclosure), Data Processing Addendum (kokuaos.com/legal/dpa), and HIPAA / BAA Eligibility Notice (kokuaos.com/legal/hipaa), together with the Definitions Schedule (kokuaos.com/legal/definitions) and the Trust Center (/trust).

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How these Master Terms are accepted

These Master Terms are the common backbone incorporated by reference into each Customer Subscription Agreement, Reseller Agreement, and Service Provider Agreement. They are accepted, and become binding on the Counterparty, through the applicable Signature Agreement and Order Form, which carry the parties' signatures; no separate signature to these Master Terms is required.

KokuaOS, Inc. · [Address] · Effective as incorporated into each Signature Agreement as of its [Effective Date].