EULA License

Last modified: March 03, 2025

This agreement may be updated from time to time. In accepting this Agreement, you agree to be bound by updated terms as such terms are posted on the Kamiwaza website at https://kamiwaza.ai/policies/eula-license-ee. You can determine when we last updated these terms by referring to the “Last Updated” legend at the top of these terms. Except to the extent that your express consent to any revised terms is required under applicable law, by continuing to access, or use the Kamiwaza AI Platform, you agree to any revised terms. If you do not agree to any revised terms, you may not and we do not authorize you to use the Kamiwaza AI Platform and you must email support@kamiwaza.ai. We strongly recommend that you periodically visit the website listed above to review these terms.

PLEASE READ THIS EULA CAREFULLY. NOTE THAT SECTION 24 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THIS EULA, DO NOT PURCHASE THE KAMIWAZA AI PLATFORM.

This Kamiwaza End User License Agreement (“EULA” or “Agreement”) is a binding agreement between you (“End User”, “you”, or “your”) and Kamiwaza Corp., a Delaware corporation (“Kamiwaza,” “we” or “us”). This EULA governs your installation, download, access, and use of Kamiwaza’s enterprise artificial intelligence software, remote support services, and any other support and professional services, add ons, and other platforms, software, features and functionalities provided by Kamiwaza in connection therewith (the “Kamiwaza AI Platform”). The Kamiwaza AI Platform are only available to authorized users of an organization pursuant to an agreement between that organization and: (a) Kamiwaza; or (b) a reseller authorized by Kamiwaza (“Customer Agreement”). The Kamiwaza AI Platform provided under this EULA are for business, commercial or governmental, and not personal or consumer use. If there is a conflict between this EULA and the Customer Agreement that authorized you to access the Kamiwaza AI Platform, this EULA will control.

Kamiwaza assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that you or any other individual takes based on the Kamiwaza AI Platform or any information available through or in connection with the Kamiwaza AI Platform.

KAMIWAZA IS WILLING TO PROVIDE ACCESS AND USE OF THE KAMIWAZA AI PLATFORM TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS IN THIS EULA. BY ACCESSING AND/OR USING THE KAMIWAZA AI PLATFORM, OR EXECUTING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (C) REPRESENT THAT YOU IF YOU HAVE ACCEPTED THIS AGREEMENT ON BEHALF OF ANY PERSON OR ENTITY, YOU REPRESENT THAT YOU HAVE LEGAL AUTHORITY TO DO SO AND THAT SUCH PERSON OR ENTITY AGREES TO BE RESPONSIBLE TO US IF YOU OR SUCH PERSON OR ENTITY VIOLATES THIS AGREEMENT; AND (D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT MEET ANY OF THE FOREGOING REQUIREMENTS AND/OR DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE KAMIWAZA AI PLATFORM.

Grant. Subject to the terms of this EULA, Kamiwaza grants you a limited, revocable, non-exclusive, non-sublicensable, and nontransferable limited license to install, download, access, and use the Kamiwaza AI Platform strictly in accordance with the Customer Agreement and the then-current Kamiwaza privacy policy, available at https://www.kamiwaza.ai/policies/privacy-policy as may be modified from time to time (the “Privacy Policy”) solely by and through its authorized users.

User Registration. In order to access and use certain areas or features of the Kamiwaza AI Platform, you may need to provide certain information and/or answer certain questions. Each registration is for a single user only. You agree to (a) provide accurate, current, and complete information, (b) maintain and promptly update, as necessary, your information, (c) be responsible for the acts or omissions of any third party who has authority to access or use the Kamiwaza AI Platform on your behalf, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Kamiwaza AI Platform. If you provide information that is untrue, inaccurate, not current, or incomplete, we may suspend and/or terminate your current and/or future use of the Kamiwaza AI Platform. By providing information and/or answering questions, you also consent to receive electronic communications from Kamiwaza (e.g., via email or by posting notices to the Kamiwaza AI Platform). You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

Restrictions. Except as otherwise expressly provided herein, End User shall not, and shall not allow any third party on its behalf to:

(a) Use the Kamiwaza AI Platform in any way that fails to comply with applicable law or this EULA;

(b) Impersonate another person, misrepresent your affiliation with another person or entity, without the permission or authority to do so, or make any representation to any third party under false pretenses;

(d) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, binary code, algorithm, or other underlying technology or component of the Kamiwaza AI Platform or any part thereof;

(e) Remove, delete, conceal, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Kamiwaza AI Platform, including any copy thereof;

(f) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Kamiwaza AI Platform to any third party for any reason or for any additional uses outside of your paid license;

(g) Use the Kamiwaza AI Platform to violate the rights of others, including without limitation others’ privacy rights or rights of publicity;

(h) Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Kamiwaza AI Platform, except for internal penetration testing;

(i) Use the Kamiwaza AI Platform in any situation where such use could lead to death or serious bodily injury of any person, or to severe physical, environmental, or financial damage;

(j) Use the Kamiwaza AI Platform for purposes of competitive analysis of the Kamiwaza AI Platform, the development of a competing software product or service, or any other purpose that is to Kamiwaza’s commercial disadvantage; or

(k) Access or use the Kamiwaza AI Platform to create, develop, software or technology that is substantially similar to or competing with the Kamiwaza AI Platform.

Intellectual Property. You acknowledge and agree that the right to install, access, and use the Kamiwaza AI Platform is provided as a software offering, and not sold, to you. You do not acquire any ownership interest in the Kamiwaza AI Platform or any provided services, materials, or deliverables provided by Kamiwaza under this EULA, including but not limited to any customizations or requests, or any other rights thereto, whether by estoppel, implication or otherwise, other than to use the Kamiwaza AI Platform in accordance with the limited license rights granted, and subject to all terms, conditions, and restrictions, under this EULA. Kamiwaza and its licensors, vendors, and service providers reserve and retain their entire right, title, and interest in and to the Kamiwaza AI Platform, including all copyrights, trademarks, and all other intellectual property rights therein or relating thereto. The Kamiwaza AI Platform and its entire contents, features, and functionalities, including without limitation, all information, data, software, files, text, displays, images, video, and audio, add ons, additional features, functionalities, deliverables, customizations, support requests or other requests made by you, and the design, selection, and arrangement thereof, are owned by Kamiwaza and its licensors. The Kamiwaza AI Platform and its content are copyrighted, and any unauthorized use of the Kamiwaza AI Platform may violate copyright, trademark, and other laws, in addition to constituting a material breach of this EULA. There are several proprietary logos, service marks, trademarks, slogans, and product designations (collectively, “Marks”) found on the Kamiwaza AI Platform. By making these Marks available on the Kamiwaza AI Platform, Kamiwaza is not granting you any rights to use the Marks in any fashion. Access to and use of the Kamiwaza AI Platform does not confer upon you any rights under any of Kamiwaza’s or any third party’s intellectual property rights, including, without limitation, to the Marks. Kamiwaza’s Marks may be used publicly only with prior written permission from Kamiwaza.

Remote Support Services. You acknowledge and agree that Kamiwaza may provide Remote Services to you to assist in analyzing and resolving any incident or error related to the Kamiwaza AI Platform, or for any other support service you request. You agree to provide Kamiwaza with access to your computer(s) to install and use remote access software necessary for Kamiwaza to provide the Remote Services to you. The remote access software may contain technological measures designed to collect and transmit to Kamiwaza certain diagnostic, technical, usage, and related information, including information about your computer(s), system(s), network, and any Third-Party Materials, relating to or derived from your use of Kamiwaza AI Platform. You acknowledge and agree that: (a) Kamiwaza may collect, maintain, process, and use this information in the course of performing the Kamiwaza AI Platform and related services under this Agreement, provided that Kamiwaza shall only access, control, and gather such information that it believes to be necessary to assist in analyzing and resolving an incident or error or to provide support services to you; and (b) any support services and related materials and/or deliverables provided by Kamiwaza under the Remote Servies are the intellectual property of Kamiwaza. At all times your information will be treated in accordance with Kamiwaza’s privacy policy, as amended from time to time, which can be viewed at: [URL] or a successor website address. "Remote Services" means the delivery of any Kamiwaza AI Platform support services remotely over the internet through the use of remote access software that is installed on your computer.

Collection and Use of Your Information. You acknowledge that when you access or use the Kamiwaza AI Platform, Kamiwaza may use various means to collect information about you and your use of the Kamiwaza AI Platform. You also may be required to provide certain information about yourself as a condition to accessing or using the Kamiwaza AI Platform or certain of its features or functionality. All information we collect through or in connection with this Kamiwaza AI Platform is subject to our Privacy Policy, available at https://www.kamiwaza.ai/policies/privacy-policy , herein incorporated by reference. By using and providing information to or through the Kamiwaza AI Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Consent to Use Data. You expressly acknowledge and agree that the Kamiwaza AI Platform, including, without limitation, the content and services provided in connection therewith, are provided for your use on behalf of Kamiwaza. You hereby agree that Kamiwaza may collect and use technical information gathered in connection with your use of the Kamiwaza AI Platform and any support services that may be provided to you, if any, to improve Kamiwaza’s products, including without limitation the Kamiwaza AI Platform, or to provide customized services or technologies to you. You hereby agree that all general, anonymized or otherwise aggregated information from your use of the Kamiwaza AI Platform are and will remain the property of Kamiwaza and that Kamiwaza may use and disclose such anonymized or otherwise aggregated information in a manner permitted under applicable law.

User Content. You are solely responsible and liable for all data, information, models, code, and other materials (“User Content”) that you submit, upload, post, create, e-mail or otherwise transmit (“Transmit”) in connection with the Kamiwaza AI Platform. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation, republication) or misuse by any third party of information made public through the Kamiwaza AI Platform. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR. You agree that you will not, and will not permit anyone else to, directly or indirectly: (a) Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; or (c) forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Kamiwaza AI Platform. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen, permanently delete, or edit User Content posted or stored on the Kamiwaza AI Platform at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Kamiwaza AI Platform at your sole cost and expense. End User acknowledges that Kamiwaza may, directly or indirectly through the Kamiwaza AI Platform, through communications with you, or through third party services, collect and store information regarding your use of the Kamiwaza AI Platform and about equipment on which the Kamiwaza AI Platform is installed or through which it otherwise is accessed and used, through: (i) the provision of maintenance and support services; and (ii) security measures included in the Kamiwaza AI Platform. End User agrees that Kamiwaza may use such information for any purpose related to any use of the Kamiwaza AI Platform by End User or on End User’s equipment, including but not limited to: (i) improving the performance of the Kamiwaza AI Platform or developing fixes, updates, or improvements thereto for use by any Kamiwaza customer or end user; and (ii) verifying End User’s compliance with the terms of this Agreement and enforcing Kamiwaza’s rights, including all intellectual property rights in and to the Kamiwaza AI Platform.

Customer Responsibilities. You are solely responsible for: (a) evaluating (including by human review) the Kamiwaza AI Platform’s output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on such output; (b) your decisions, actions, and omissions in reliance or based on the Kamiwaza AI Platform’s output; (c) keeping your passwords and access credentials associated with the Kamiwaza AI Platform confidential; and (d) determining and ensuring the Kamiwaza AI Platform, and its features and functionality, are appropriate and legal for your use case.

Feedback. Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, feedback, original or creative materials, requested features and functionalities, individualized support service requests, training materials and information, and/or other information about Kamiwaza, or the Kamiwaza AI Platform and its related software, materials, add ons, support services, features and functionality (collectively, “Feedback”). All Feedback is and will be treated as non-confidential. Feedback shall become the sole property of Kamiwaza. Kamiwaza shall own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you or any third party. Kamiwaza has no obligation to acknowledge receipt of or use any Feedback.

Requirements. Kamiwaza is located in the United States of America. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer. By using the Kamiwaza AI Platform, you agree that you are responsible for compliance with any laws applicable to you and/or your use of the Kamiwaza AI Platform. You are responsible and liable for all uses of the Kamiwaza AI Platform through access thereto provided by you, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the Kamiwaza AI Platform by its authorized users or by any other entity or person to whom you may provide access to or use of the Kamiwaza AI Platform, whether such access or use is permitted by or in violation of this Agreement.

Updates. Kamiwaza may from time to time in its sole discretion develop and provide Kamiwaza AI Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Kamiwaza has no obligation to provide any Updates or to continue to provide or enable any particular features, functionality, or accessibility of the Kamiwaza AI Platform. If you wish to use the Kamiwaza AI Platform after Kamiwaza releases one or more Updates, you agree that all Updates will be deemed part of the Kamiwaza AI Platform, and your continued access and use of the Kamiwaza AI Platform indicates your express consent to all terms and conditions of this EULA.

Third-Party Materials and Products. The Kamiwaza AI Platform may display, include, or make available third-party content (including data, information, apps, models, open source software, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). Any use of the open source software or components by you is governed by, and subject to, the terms and conditions of the applicable open source license(s), and you agree to adhere to all such applicable licenses. You acknowledge and agree that Kamiwaza is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Kamiwaza does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. If you do not agree to abide to the applicable terms or licenses for any Third-Party Materials, then you should not install, access, or use these Third-Party Materials or any Kamiwaza AI Platform that include or incorporate these Third-Party Materials. Further, you acknowledge that the Kamiwaza AI Platform allows for its users and third parties to download, run, install, upload, and generate content from models not owned by Kamiwaza. You acknowledge and agree that using models is at your own risk. You shall be responsible for: (i) evaluating the appropriateness of such models for its specific purpose; (ii) ensuring such models are safe, legal, and appropriate, and do not infringe the rights of others; (iii) taking all reasonable measure to secure its data input into, and output out of, the models, as well as any use of tools by models via tool-calling integrations (as applicable); (iv) compliance with any and all licenses, restrictions, covenants, regulations, guidelines, or otherwise, associated with the download, access, and use of such models, including but not limited to, limitations on commercial use, limitations on use for specific purposes, and limitations for use in ways which create specific outcomes (eg, discriminatory).

Term and Termination.

The term of this EULA commences when you first install, access, and/or use the Kamiwaza AI Platform or execute an order that incorporates this Agreement by reference and will continue in effect until terminated by you or Kamiwaza or an agent of Kamiwaza as set forth herein. You may terminate this EULA by terminating all access and use of the Kamiwaza AI Platform and uninstalling the Kamiwaza AI Platform (as applicable). Kamiwaza may terminate this EULA and your access and use of the Kamiwaza AI Platform at any time, without notice, and in its sole discretion. In addition, this EULA will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this EULA. Upon termination:

(a) All rights granted to you under this EULA will also terminate; and

(b) You will cease all use of the Kamiwaza AI Platform and uninstall and delete all copies of the Kamiwaza AI Platform from your electronic devices.

Upon termination, Kamiwaza will not be obligated to delete, destroy, or disable any modifications, developments, or improvements to the Kamiwaza AI Platform or other products or services resulting from Kamiwaza’s use of User Content or Feedback. Termination will not limit any of Kamiwaza’s rights or remedies at law or in equity. Any section of this EULA which should reasonably survive will survive after termination.

Disclaimer of Warranties. YOUR USE OF THE KAMIWAZA AI PLATFORM IS ENTIRELY AT YOUR OWN RISK. THE KAMIWAZA AI PLATFORM, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” “AS AVAILABLE,”AND “WITH ALL FAULTS AND DEFECTS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KAMIWAZA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, SUCCESSORS AND ASSIGNS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE KAMIWAZA AI PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, KAMIWAZA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE KAMIWAZA AI PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR-FREE, THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT THE OPERATION OF THE KAMIWAZA AI PLATFORM WILL NOT AFFECT OR HARM YOUR DEVICE OR OTHER SOFTWARE, SYSTEMS, OR SERVICES. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE KAMIWAZA AI PLATFORM AND ARTIFICIAL INTELLIGENCE TECHNOLOGY, YOUR OUTPUT: (A) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE; (B) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE KAMIWAZA AI PLATFORM GENERATE FOR OTHER USERS; (C) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION; (D) MAY BE SUBJECT TO THIRD-PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES; AND (E) DOES NOT NECESSARILY REFLECT, AND MAY BE INCOSISTENT WITH KAMIWAZA’S AND THIRD-PARTIES’ VIEWS. YOU ACKNOWLEDGE THAT YOUR USE OF THE KAMIWAZA AI PLATFORM IS AT YOUR SOLE RISK. KAMIWAZA DOES NOT WARRANT THAT YOUR USE OF THE KAMIWAZA AI PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION. BY ACCESSING OR USING THE KAMIWAZA AI PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE KAMIWAZA AI PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL KAMIWAZA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “RELEASEES”) HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS EULA OR YOUR USE OF OR INABILITY TO USE THE KAMIWAZA AI PLATFORM FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMMERCIAL DAMAGES OR LOSSES, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, MULTIPLE, OR PUNITIVE DAMAGES; AND

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE KAMIWAZA AI PLATFORM (COLLECTIVELY, “DAMAGES”).

THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR KAMIWAZA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Waiver and Release. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY ACCESSING AND/OR USING THE KAMIWAZA AI PLATFORM, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND SERVICES PROVIDED IN CONNECTION THEREWITH, AND AGREE TO:

(a) ACCEPT AND ASSUME ANY AND ALL RISKS OF DAMAGES, WHETHER CAUSED BY THE NEGLIGENCE OF KAMIWAZA OR OTHERWISE; AND

(b) EXPRESSLY WAIVE AND RELEASE ANY AND ALL CLAIMS, NOW KNOWN OR HEREAFTER KNOWN, AGAINST KAMIWAZA AND ALL OTHER RELEASEES ARISING OUT OF OR ATTRIBUTABLE TO THE ACCESS AND/OR USE OF THE KAMIWAZA AI PLATFORM. YOU COVENANT NOT TO MAKE OR BRING ANY SUCH CLAIM AGAINST KAMIWAZA OR ANY OTHER RELEASEE, AND FOREVER RELEASE AND DISCHARGE KAMIWAZA AND ALL OTHER RELEASEES FROM LIABLITY UNDER SUCH CLAIMS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Indemnification. You agree to indemnify, defend, and hold harmless Kamiwaza and all other Releasees from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees and expenses, arising from or relating to your use or misuse of the Kamiwaza AI Platform or your breach of this EULA, including, without limitation, the User Content you Transmit.

Export Regulation. The Kamiwaza AI Platform may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Kamiwaza AI Platform to, or make the Kamiwaza AI Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Kamiwaza AI Platform or the software or technology included in the Kamiwaza AI Platform available outside the U.S.

Modifications to this EULA. Kamiwaza reserves the right to modify this EULA and to add new or additional terms or conditions on your use of the Kamiwaza AI Platform from time to time in its sole discretion. Such modifications and additional terms and conditions will be sent to you via email or published on the Kamiwaza AI Platform notifying End User of the modification and will be effective immediately and incorporated into this EULA. You are responsible for reviewing and becoming familiar with any modifications and additional terms and conditions. Your continued use of the Kamiwaza AI Platform will be deemed acceptance of any new or additional terms or conditions on your use of the Kamiwaza AI Platform.

Force Majeure. You acknowledge that Kamiwaza relies on third-party providers in the delivery of the Kamiwaza AI Platform and the content and services provided in connection therewith, including, without limitation, wireless data network providers, and that Internet service is subject to transmissions limitations and dropped or interrupted transmissions. Internet may be temporarily refused, limited, interrupted, or curtailed because of government regulations or orders, atmospheric and/or topographical conditions, and Internet system modifications, repairs, and upgrades. You agree that Kamiwaza shall not be liable for, and to hold Kamiwaza harmless for any losses, damages, or interruptions sustained as a result of interruptions caused by Internet providers or any other third-party data network provider.

Severability. If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision(s) will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect.

Governing Law. This EULA is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Except as otherwise provided herein, the exclusive forum for the resolution of any dispute relating to this EULA shall be in the state courts in Colorado, or the United States District Court for the District of Colorado, and each of the parties agrees to personal jurisdiction of such courts with regard to any dispute relating to the EULA, and you agree to service of process on you by e-mail to the address you have submitted on the Kamiwaza AI Platform, if any, and by any other means permitted by law.

Arbitration and Class Action Waiver. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH KAMIWAZA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. YOU AND KAMIWAZA AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS EULA OR THE KAMIWAZA SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION IN DENVER, COLORADO UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION GOVERNING CONSUMER DISPUTES. Arbitration uses a single, neutral arbitrator to decide a dispute (instead of a judge or jury); arbitration allows for more limited discovery than in a court case; and the arbitration process and result is subject to very limited review by courts. In an arbitration you have the right, at your expense, to be represented by an attorney of your choosing. Arbitrators can award the same damages and relief under the EULA that a court can award under the EULA. You and Kamiwaza agree that any in-person arbitral hearing would occur in the United States in the same county and state or province as your billing address. Kamiwaza further agrees that your filing fee for an arbitration will be capped at the amount set by the American Arbitration Association. You agree that, by agreeing to the EULA, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Kamiwaza are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of the EULA and the termination of your use of the services. REGARDLESS OF THE FORUM, YOU AND KAMIWAZA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Kamiwaza agree otherwise in writing, the arbitrator may not join or consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Nothing in this Section shall prohibit Kamiwaza from seeking equitable relief from a court of competent jurisdiction for your breach of confidentiality or intellectual property obligations.

Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS EULA OR THE KAMIWAZA AI PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Remedies. Except as provided in this EULA, the parties’ rights and remedies under this EULA are cumulative. You acknowledge that the Kamiwaza AI Platform contains valuable trade secrets and proprietary information of Kamiwaza, that any actual or threatened breach of this EULA will constitute immediate, irreparable harm to Kamiwaza for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. In any action or other proceeding brought under this EULA, the prevailing party shall be entitled to recover from the non-prevailing party, and the non-prevailing party shall pay the prevailing party’s reasonable attorneys’ fees, costs, and expenses, in each of the foregoing cases, that are incurred in connection with such action, arbitration, or proceeding.

Entire Agreement. This EULA, the Customer Agreement, if applicable, and our Privacy Policy constitute the entire agreement between you and Kamiwaza with respect to the Kamiwaza AI Platform and supersede all prior understandings whether written or oral, with respect to the Kamiwaza AI Platform.

Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this EULA and any applicable purchase or other terms, the terms of this EULA shall govern.

Contact. If you have any questions regarding this EULA or the Kamiwaza AI Platform, please contact: support@kamiwaza.ai.

Kamiwaza Enterprise Edition End User License Agreement