KUDO Terms & Conditions of Service

These Terms and Conditions of Service (“Agreement“), are entered into by and between KUDO Inc., a Delaware corporation, having principal offices at 224 W 35th Street, Suite 500, New York, NY 10001, United States (“Provider“) and the Customer (the “Customer“) as identified in the Signature Section of this Agreement. Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

This Agreement will be effective as of date of signature (the “Effective Date“) and shall apply to all present and future Orders until otherwise terminated in accordance with this Agreement.

WHEREAS, Customer desires to access Provider’s software-as-a-service offering and/or professional services such as interpretation, meeting and/or support services in connection with this service offering (together the “Services”), subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

1. Ordering Information

1.1. Order. The description of Services and Fees agreed upon by the Parties shall be presented in an order form presented by a Party that is expressly accepted by the other Party (“Order”). All Orders shall be subject to the terms and conditions of this Agreement unless otherwise agreed in writing by both Parties. Any different or additional term inserted by default in a Customer purchase order or similar document shall not be binding on Provider until specifically agreed upon in writing. Provision of Services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend this Agreement.

1.2. Statement of Work. An Order may be complemented by one or multiple statements of work further describing the specific Services to be delivered (“SOW”). As a limited illustration, a SOW may present the time schedule for the provision of Services, the role of operators, or the selection of languages for a specific meeting.

1.3. Fees. Customer shall pay all fees specified in each Order and any applicable additional fees if Customer exceeds any usage limits specified in the Order (“Fees”). Except as otherwise specified in an Order or this Agreement: (i) Fees are payable in United States dollars, (ii) Fees paid are non-refundable.

1.4. Payment. Customer shall make all payments for Fees hereunder by the due date set forth in Provider’s invoice. Except as otherwise agreed upon by the Parties: (i) all Orders are on prepaid terms; (ii) invoiced amounts are due upon receipt; (iii) Fees will be invoiced in advance; and (iv) Fees for uses exceeding any usage limits specified in the Order will be invoiced in arrears based on the per unit rate of the Order. All amounts payable under this Agreement will be made without offset or deduction. Provider may accept any partial payment without prejudice to its right to recover any remaining balance.

Should Customer fail to make any payment when due, without prejudice to any other remedies available to Provider, then: (a) Provider may charge interest on the past due amount at a rate equal to the lesser of 2.00% per month or the maximum rate permitted by applicable law; (b) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest; (c) if such failure continues for thirty (30) days or more, Provider may suspend Customer’s access to any portion or all of the Services until such amounts are paid in full.

1.5. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of VAT taxes and any other similar taxes, fees, or duties imposed by any public authority on the sale, import, or use of Provider’s Services to Customer. Customer is responsible for payment of all such taxes as may be applicable.

1.6. Usage Overtime. Except as otherwise agreed upon by the Parties: (i) overtime for Services including a human labor component (including when using KUDO interpreters, or support credits for pre-event coordination, in-meeting technical or operational services, or live onboarding services) (“Professional Services”), will be due for the full hour for any labor performed beyond a 10-minute grace period after the originally agreed upon and scheduled time limit, (ii) overtime will be deducted in hourly increments from the Customer’s balance at the rate of one credit per hour and per personnel count involved; (iii) Provider makes no commitment for the availability of the hired labor to work overtime; and (iv) overtime for Services that do not include human labor (such as platform technology access or AI interpreting) (“Technology”) will be counted per minute and applied towards the total hours purchased by Customer.

1.7. Cancellation of meetings including Professional Services. Provider shall be entitled to compensation, not to exceed the Order amount or the portion of the Order amount applicable to the SOW being cancelled (either one referred to as “Contractual Value” in this paragraph), for any losses that Provider may sustain for having prepared a specific meeting and scheduled Professional Services on Customer’s behalf. In this case, except as otherwise agreed upon by the Parties, the cancellation Fees will be calculated as follows:  (i) 100% of the Contractual Value for any cancellation communicated within 24 hours of the start of the meeting, without any refund or credit; (ii) 50% of the Contractual Value for any cancellation communicated between 3 days and 1 day of the start of the meeting (unless all authorized non-refundable costs incurred by Provider are higher in which case Provider shall be able to recover all such costs as cancellation Fees). For any cancellation communicated prior to 3 days, Provider will charge Customer a cancellation Fee equal to all authorized non-refundable costs incurred by Provider in planning and cancelling the Order or SOW. For purposes of this section, Professional Services scheduled over sequential days are to be treated as a single meeting.

Cancellation Fees will be due and payable upon cancellation. Payments made before the date of cancellation are not refundable. Provider may however give Customer a refund or a credit towards a future Order.

1.8. Subscription Order – Renewal. Except as otherwise specified in the applicable Order, an Order for an annual or multi-year license (“Subscription Order“) will not automatically renew at the end of the Order Term. Subscription Order renewal requires mutual written agreement of the Parties. Provider may modify pricing applicable to the renewal.

1.9. Subscription Order – Upgrade, Downgrade, Cancellation or Rollover. Customer may purchase additional Technology or Professional Services credits during the Subscription Order Term, and such credits may be used until the end of the Order Term. Customer can upgrade a Subscription Order at any time. If Customer wishes for an upgrade to take effect immediately, a new Subscription Order Term will start as of the date of the upgrade and Provider will charge Customer the applicable Fees as of such date. There will be no refund for a cancellation or downgrade during the Subscription Order Term.

At the end of the Subscription Order Term, all unused credits for Services will be lost. Credits for Technology usage expire at the end of such term. However, if Customer renews its Subscription Order at the same package level or higher, credits for Professional Services, including human interpretation and support credits, will be rolled over to be used within the new subscription term.

2. Access and Use

2.1. Provision of Access. Subject to compliance with all the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, limited right to access and use the Services as described in the Order.

2.2. Authorized Users. Customer may grant authorization to employees, contractors, and guests (“Authorized Users”) to access and use the Services under the rights granted to Customer pursuant to this Agreement. Customer is responsible for ensuring that any of Customer’s obligations under this Agreement performed by Authorized Users are carried out in accordance with this Agreement and applicable law.

2.3. Access Beyond Contractual Usage Limits. The total number of Authorized Users will not exceed the number set forth in the Order or as expressly communicated and agreed to in writing by the Parties. Provider makes no commitment for the availability of the Services beyond the agreed upon usage limits, including, for example, the capacity of the platform to support a larger attendee count or the availability of the hired labor to work overtime.

2.4. Updates to the Services. During the term of the applicable Order (“Order Term”), Provider may update or modify the systems, platform environment, documentation, or other supporting materials used to provide the Services to reflect changes in technology, regulations, industry practices or patterns of system use, so long as Provider does not materially reduce the level of performance, functionality, or security of the Services and continues meeting its responsibilities hereunder. New functionality to the Services may be marketed separately by Provider and may require the payment of additional fees.

2.5. Scheduled Downtime. From time to time, Provider may need to schedule necessary maintenance and updates leading to a downtime in Services. Provider will give at least 48-hour advance notice to Customer of the published maintenance window. Provider guarantees scheduled downtime to be less than 8 hours per year.

2.6. Restrictive Country Regulations. Provider strives to ensure high availability and optimal performance, regardless of users’ location. However, some governments have historically blocked foreign company’s data access, or temporarily disrupt data flow, DNS, or proxies. Provider’s commitment to make the Services available to Customer may not or not always cover participants using Provider’s Services from a country that restricts cross-border data flow.

2.7. Suspension or Termination. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services, and Provider may terminate an Order or this Agreement, if Provider reasonably determines that: (i) Customer or any Authorized User is using the Provider IP or Services for fraudulent or illegal activities in breach of this Agreement; (ii) Customer’s or any Authorized User’s use of the Services disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (iii) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors, or become the subject of any bankruptcy, liquidation, dissolution, or similar proceeding; or (iv) Provider’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (v) any vendor of Provider has suspended or terminated Provider’s access to or use of any Third-Party Products required to enable Customer to access the Services; or (vi) Provider is unable to provide Services for causes as described in Section 4.4.

2.8. Third-Party Products. A series of third-party products or services (“Third-Party Products”) is needed to run Provider’s platform. Customer agrees to Provider’s use of Third-Party Products as necessary for the delivery of Services in accordance with this Agreement.

2.9. Delegation. Provider may employ third-party contractors to perform certain aspects of the Services, provided that Provider remains fully liable for the same and responsible for ensuring that any of Provider’s obligations under this Agreement performed by its authorized contractors are carried out in accordance with this Agreement.

3. Customer Responsibilities

3.1. General. Customer shall access and use the Services in accordance with this Agreement, applicable laws and government regulations (including applicable data protection and privacy laws). Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement.

3.2. Technical Guidelines and Best Practices. Customer is responsible to follow all guidelines delivered by Provider for optimum use of the Services.  Customer must take care to ensure that Authorized Users are aware of the minimum technical requirements to access and use the Services, and particularly that active speakers in a meeting would be in an environment with proper acoustic conditions, Internet connectivity, headsets, microphones, webcams, and other devices.

3.3. Due Diligence. Customer is responsible to conduct its own due diligence to confirm Provider’s capability to comply with Customer’s data security requirement, and any other internal policies and procedures that it may have in place.

3.4. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, except as expressly authorized in writing by Provider and under Provider’s supervision: (i) copy, create a derivative work of, reverse engineer, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services; (ii) remove any proprietary notices from the Services or from Provider’s documentation; (iii) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services; (iv) disclose any benchmark or performance tests of the Services; (v) transmit in any manner data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, or personal information; or (vi) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or that violates any applicable law.

4. Service Agreement

4.1. Commitment. Subject to the terms and conditions of this Agreement, Provider shall endeavor all commercially reasonable efforts to make the Services available in accordance with the Services agreed upon in the Order and SOW. Provider commits to Services being accessible 24/24 hours, 7/7 days, with an availability of 99.5%. Professional Services will be performed in a competent and workmanlike manner consistent with generally accepted industry standards.

4.2. Service Credit. In case Provider cannot maintain its platform’s availability Commitment and Customer experiences a prolonged downtime, or in case Customer has hired Professional Services through Provider and the hired labor did not show up for the meeting, Provider will apply a prorated credit to the amount that was paid for the affected meeting. Service Credits cannot be exchanged into a cash amount, require Customer to have paid any outstanding invoices and expire upon termination of this Agreement which equates to a termination of the Customer account.

To apply for a Service Credit, Customer must contact Provider within fifteen (15) days of the date on which the event occurred with precise description of the unavailability for which the Service Credit is requested and any documents, or communication pertinent to the event.

4.3. Sole Remedy. Customer’s right to receive Service Credits shall be the sole and exclusive remedy for any prolonged downtime or non-performance of Provider or other failure by Provider to achieve the agreed upon Commitment. Provider shall have no liability for any replacement cost, damage, liabilities, losses, or any other consequences that Customer or any Authorized User may incur as a result of a service suspension, downtime or non-performance.

4.4. Exclusions. Any unavailability, suspension or termination of Provider’s Services, or any other performance issues, that (i) are caused by factors that are unforeseeable, irresistible and exterior to Provider’s control, including, without limitation, any force majeure event, carrier-related issues, or Internet access or related problems beyond the demarcation point of Provider or its direct hosting subcontractors; (ii) result from any action or inaction of Customer, including from Customer’s internal firewalls, or from equipment, software or other technology run on Customer’s premises; (iii) arise from Provider’s suspension and termination of Customer’s right to use the Services in accordance with this Agreement; or (iv) originate from restrictive country regulations affecting cross-border data flow; or (v) result from Scheduled Downtime.

5. Interpretation

5.1. Professional Performance Guidelines. When Customer assigns its own interpreters to a meeting held on Provider’s platform, Customer shall endeavor to ensure that interpreters have the appropriate training and competence to undertake such assignment. Provider is available to deliver training, assistance, and onboarding upon demand. Customer shall further endeavor to comply with all technical guidelines and best practices shared by Provider that would impact an interpreter’s working conditions and performance including providing interpreters with a comfortable working environment with proper acoustic conditions, and with the recommended technical tools, suitable for the professional services that are required of them.

Whenever possible, Customer shall allow interpreters to familiarize themselves with the content and key points of the meeting ahead of time by sharing preparation materials.

5.2. Disclaimer for Interpretation, Closed Captioning and Transcription. The simultaneous interpretation of a meeting serves to facilitate communication and does not constitute an authentic or verbatim record of the proceedings. Provider does not review for accuracy any information that appears in a closed caption, AI machine-enabled interpretation or transcript. Only the original speech is authentic.

5.3. Broadcasting, Streaming and Recordings. At its discretion, Customer may elect to broadcast, stream or record any meeting held on Provider’s platform including an interpreter’s audio. Recordings will be kept in the Provider’s cloud for 30 days and then deleted. Customer can download the recording during this time. Provider may access Customer’s recording solely for purposes of analyzing the performance or delivering Services, in accordance with Customer’s request.

Meeting participants and interpreters hired directly by Customer shall be made aware of such recording, broadcasting, or streaming, and Customer shall obtain their consent if required by applicable law. Except as otherwise communicated, all interpreters hired through Provider for a meeting will have agreed to such broadcasting or recording of their audio and waived all property rights over such permitted uses. This provision does not grant any right to Customer to use the voice of the interpreter for any purpose other than as part of the Services received under this Agreement. Upon request, to the extent possible, Customer shall give interpreters a chance to review and correct any recording prior to their public disclosure.

6. Mutual Confidentiality Agreement

6.1. Confidential Information. From time to time during the Term of this Agreement, either Party may disclose or make available to the other Party information about its business affairs, products, intellectual property, trade secrets, personal data, the terms of this Agreement, any Order and SOW, third-party confidential information, and other sensitive or proprietary information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether orally, in written, electronic, or other form or media, whether or not marked or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party without restriction; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of Confidential Information.

6.2. Non-Disclosure. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, or authorized contractors who have a need to know the Confidential Information to exercise their rights or perform their obligations hereunder and who have a duty or obligation of confidentiality no less stringent than that set forth herein. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or if legally obliged to do so, provided that the Party making the disclosure shall first have given written notice to the other Party and, upon its request, made a reasonable effort to allow the other Party to obtain a protective order or other appropriate relief; or (ii) to establish a Party’s rights under this Agreement.

Following the expiration or termination of this Agreement, upon request by the disclosing Party, the receiving Party will return or destroy all Confidential Information (including copies) that the disclosing Party made available to the receiving Party under this Agreement. The receiving Party may only retain Confidential Information to the extent required for legal, regulatory, or audit purposes. Each Party’s obligations of non-disclosure regarding Confidential Information shall survive the termination of this Agreement for as long as the information disclosed remains confidential, as defined herein.

7. Security and Data Privacy

7.1. Customer Data. “Customer Data” shall mean all data, records, files, images, graphics, audio, video, photographs, documents, reports, forms, chat logs, meeting subject and participants, votes, interpretation, transcripts, captions and other content and material, in any format, that are submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or an Authorized User through Customer’s use of the Services. Customer Data includes personal data which refers to any information relating to an identified or identifiable person such as a name, voice, image, identification number, location data, or other personal information (“Personal Data”).

Customer represents and warrants that it has the right to provide the Customer Data to Provider and that such use does not violate or infringe on any rights of any third party.

7.2. Data Privacy. Provider represents that, at all times during the Term of this Agreement, it shall implement and maintain safeguards to prevent the unauthorized exposure or disclosure of Customer Data stored by or accessible through Provider’s Services. Provider shall maintain, implement and comply with a data and information security program that requires commercially reasonable policies and procedures to ensure compliance with this Section 7, including administrative, technical and physical safeguards no less rigorous than accepted industry practices.

Provider shall not use, and shall not permit any third party to use, any Customer Data as AI input to train, improve, or modify any AI technology.

Where Customer’s use of the Services includes the processing of Personal Data that are subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Provider endeavors to comply with the requirements of the aforementioned regulation. At the direction of Customer, Provider processes such Personal Data as a data processor (as defined in the GDPR).  Any requests that Provider receives directly from an Authorized User regarding the exercise of rights under GDPR or any analogous data protection statute under applicable law will be re-directed to Customer for response.

Further details for Provider acting as processor for Customer may be set out in a data processing addendum between the Parties. For any request concerning Customer Data, list of sub-processors, or to obtain Provider’s data processing agreement or EU Standard Contractual Clauses (as applicable), Customer shall contact privacy@kudo.ai.

7.3. Compliance with Law. Provider will comply with all laws applicable to the provision of the Services, including laws and regulations related to the privacy and security of Customer Data, as well as security breach notification laws. Customer is responsible for its legal and regulatory compliance in its use of any Services and shall make Provider aware of any Customer Data processed, stored or transmitted through the Services for which any specific legal requirements or regulations apply.

7.4. Aggregated Statistics. Provider may monitor Customer’s use of the Services and compile “Aggregated Statistics”: usage data that is de-identified, anonymized, and aggregated to present statistical and performance information related to the operation of Services. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that they do not identify Customer or Customer’s Confidential Information.  As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider.

8. Intellectual Property

8.1. Provider IP. Customer acknowledges that Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP, including the platform used for the Services, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing (“Provider IP”). Customer will not delete or alter the copyright, trademark, or other proprietary notices of Provider.

As regards to Third-Party Products, the applicable third-party providers are the owners of all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

8.2. Customer Data IP. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through Customer’s use of the Services, to the extent permitted by applicable law.

Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license during the Term of this Agreement and for a period of thirty (30) days thereafter, to reproduce, distribute, and otherwise use, transmit and display the Customer Data and perform all acts with respect to the Customer Data limited to what may be necessary for Provider to provide the Services to Customer.

8.3. Feedback. If Customer or any of its employees or Authorized Users makes comments or suggestions for changes to the Provider IP (“Feedback”), including without limitation, new features or functionality, Provider is free to use such Feedback at its discretion, without any attribution or compensation to Customer or any party. Provider is not required to use any Feedback.

8.4. Indemnification for IP Violations. Each Party shall indemnify the other Party, within reason, from and against any third-party claim, suit, action, or proceeding (“Third-Party Claim“) that the Services or Customer Data, or any use of the Services or Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that the Party against which the claim is brought promptly notifies the other Party in writing of the claim, cooperates with the other Party, and allows it, at the other Party’s sole discretion, the option to be sole authority to control the defense and settlement of such claim, provided that no Party may settle any claim against the other unless the settlement unconditionally releases it of all liability. Each Party shall have the right, at its own expense, to be represented in any such suit, proceeding, or claim by independent counsel of its own choosing.

If such a claim is made against Provider’s Services or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non-infringing, or (b) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate Customer’s Order, in its entirety or with respect to the affected Services, and refund to Customer any prepaid Fees covering the remainder of the Order Term.

These provisions will not apply to the extent that the alleged infringement arises from: (i) use of Services by Customer in combination with equipment or software not supplied by Provider, where the Services itself would not be infringing; (ii) Customer’s breach of this Agreement; (iii) Customer Data; or (iv) Third-Party Products.

9. Warranties and Limitation of Liability

9.1. Warranties. Each Party warrants and represents that: (i) its signatory below has the power and authority to enter into this Agreement; and (ii) it’s acceptance of the terms of this Agreement and the performance of obligations hereunder do not and will not (with the passage of time) conflict with or constitute a breach or default of any contract or understanding, oral or written, to which it is a party or by which it is bound.

9.2. Disclaimer of Warranties. Except as expressly provided herein, the Provider IP and Services are provided “as is” and Provider hereby disclaims all warranties, express or implied. To the maximum extent permitted by applicable law, Provider specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and all warranties arising from course of dealing and usage of trade.

Provider makes no warranty regarding the results that may be obtained from the use of the Services, regarding the accuracy or reliability of any information obtained through the Services, or that the Services will meet Customer’s or any other person’s requirements, or be uninterrupted, secure or error free.

Provider does not control what materials are uploaded by Customer or Authorized Users who use the Services. Accordingly, Provider cannot warrant that such uploaded materials are free of viruses, trojan horses, worms, or any other forms of harmful code. Additionally, Provider cannot warrant that any uploaded materials were done so lawfully in accordance with copyright laws, or other laws relating to author’s rights.

Customer should rely exclusively on its own due diligence and assume all responsibility for determining whether the Services is accurate or sufficient for Customer’s purposes.

9.3. Limitation of Liability. To the maximum extent permitted under applicable law, neither Party shall have any liability to the other Party for any lost profits or revenues, replacement cost, or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the Party has been advised of the possibility of such damages.

Except for fraud or willful misconduct, in no event will either Party’s aggregate liability arising out of or related to this Agreement, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amount paid or payable by Customer for the Services giving rise to such claim under the applicable Order in the 12 months preceding the applicable incident.

10. Term and Termination

10.1 Term. The Term of this Agreement begins on the Effective Date as set forth above and will continue until terminated pursuant to this Agreement’s express provisions, or one (1) year after the termination of the last Customer Order placed under this Agreement.

10.2. Termination. In addition to any other express termination rights set forth in this Agreement, either Party may terminate this Agreement: (i) For convenience, effective thirty (30) days following written notice to the other Party, as long as all Orders would have first been completed or otherwise terminated (ii) For cause, effective on the date of notice to the other Party, if: a) the other Party breaches this Agreement, and such breach is incapable of cure or, being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or b) the other Party has made an assignment for the benefit of creditors, or become the subject of any bankruptcy, liquidation, dissolution, or similar proceeding.

10.3. Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Services and Provider’s IP, and all open Orders placed under this Agreement will be terminated with immediate effect. Upon termination for cause by Customer and upon Customer’s written request, Provider shall refund, on a pro rata basis, any Fees paid thereunder that cover the remainder of any applicable Order Term after the effective date of termination of each and all such Orders individually. Upon termination for cause by Provider, without limiting Customer’s obligations hereby, all amounts owed by Customer thereunder shall become due and payable.

10.4. Survival. The following sections of this Agreement shall survive the completion, cancellation or termination of any individual Order placed under it: Section 6 (Confidentiality), 7 (Security and Data Privacy), 8 (Intellectual Property), 9.3 (Limitation of Liability), 11 (General Provisions) and any other rights and obligations of the Parties hereunder that by their nature are reasonably intended to survive termination or expiration, shall survive any termination of this Agreement.

11. General Provisions

11.1. Entire Agreement/Counterparts. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter thereof, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, and any other documents incorporated herein by reference, the terms of this Agreement shall prevail.

11.2. Notices. All notices, requests, or claims, and other communications hereunder (each, a “Notice”) must be in writing and sent via email.

11.3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations hereunder, if it is caused by unforeseeable, irresistible, and exterior circumstances beyond such Party’s reasonable control, including but not limited to: acts of God, pandemic, electrical power outage, riot or other civil unrest, labor stoppages, or government legislation. Both Parties shall use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than thirty (30) days, then either Party may terminate affected Orders in accordance with Section 10.

11.4. Amendment and Modification; No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

11.5. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

11.6. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, it shall not affect the enforceability of any other provision of this Agreement. Rather, the unenforceable provision shall be modified and interpreted in good faith so as best to accomplish the objectives of the original provision to the fullest extent permitted by law.

11.7. Assignment. Neither Party may assign this Agreement or any right under this Agreement without the consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

11.8. Anti-Corruption. The Parties shall comply with all applicable laws and regulations relating to anti-bribery and anti-corruption. Provider and Customer agree that they have not improperly given, offered, received, or agreed to accept any payment, gift, or other advantage which violates anti-corruption laws. If a Party learns of any violation of the above restriction, such Party will use reasonable efforts to notify the other Party.

11.9. Trade complier policy obligations. Each Party undertakes to comply with applicable trade policies, export / import control and sanctions laws. Each Party represents that it is not named on any U.S. government denied-party list. Sanctions screening review implies the obligation of the Customer to screen and monitor all parties with whom it engages to identify if they are match to the restricted individuals or parties, proscribed countries, or prohibited purposes. Customer shall indemnify and hold Provider harmless from all fines or damages imposed on Provider due to Customer’s failure to comply with this Section.

11.10. Publicity. Provider may use Customer’s name or logo to identify Customer as a customer. Use of Customer’s name and logo will be revocable at any time by Customer.

11.11. Governing Law. This Agreement is governed by, and construed in accordance with, the internal laws of the State of New York, United States without giving effect to any conflict of law provision. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.

11.12. Choice of Forum. The Parties shall use their best efforts to amicably settle any dispute, controversy, or claim arising out of their relationship under this Agreement, including through alternative dispute resolution procedures as may be agreed to by the Parties. If no amicable settlement is possible, any civil action or legal proceeding arising out of or in connection with this Agreement shall be brought to the exclusive jurisdiction and venue of the state and federal courts in New York County, NY, United States, each Party irrevocably submits to the exclusive jurisdiction of these courts, except for the exception provided below, and agrees that venue in New York County is both proper and convenient.

Contact Information

If you have any questions or comments about these Terms and Conditions of Service as outlined above, you can contact us at:

KUDO Inc.
224 West 35^th Street, Suite 500 #781
New York, NY 10001
U.S.A.
kudo.ai
legal@kudo.ai

Last Updated: April 4, 2025