Kimaru AI Inc.

License Agreement Terms

Last Updated: March 8, 2025

Customer’s use of any Services provided by Kimaru AI Inc. (“Kimaru”) to Customer under an Order Form shall be governed by the terms and conditions set forth herein which shall supersede any terms and conditions contained in any purchase orders or other documents issued by or on behalf of Customer. Capitalized terms used but not defined herein shall have the respective meanings given to them in the applicable Order Form.

FROM TIME TO TIME, KIMARU MAY UPDATE OR MODIFY THESE TERMS IN ACCORDANCE WITH SECTION 12.11. EXCEPT AS OTHERWISE SET FORTH IN SECTION 12.11, THE UPDATED TERMS WILL BECOME EFFECTIVE AS OF THE “LAST UPDATED” DATE INDICATED ABOVE AND ANY USE OF THE SERVICES THEREAFTER CONSTITUTES CUSTOMER’S ACCEPTANCE OF THE UPDATED TERMS.

[THESE TERMS INCLUDE AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION, WHICH MEANS THAT YOU AND KIMARU WAIVE THE RIGHT TO A TRIAL BY JURY AND AGREE TO RESOLVE ANY AND ALL DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS.]

1. Definitions

Capitalized terms below shall have the following meanings:

“Affiliate” means an organization, person or entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means: (a) direct or indirect ownership of more than 50% of the voting interests of the organization; or (b) the right to direct the management or business affairs of an entity.

“Agreement” means, collectively, these Terms together with all Order Forms.

“AI Agent” means, in each case, an adaptive Artificial Intelligence agent Platform model based on Customer Data.

“Artificial Intelligence” means a machine-based system that infers, from the input it receives, how to generate outputs, including the application of any mathematical model that is derived from any algorithm using any dataset.

“Background IP” means, in respect of a Party, any and all Intellectual Property and Intellectual Property rights that: (a) was or were Generated by such Party prior to the earliest Order Form Effective Date; (b) was or were owned by such Party prior to the earliest Order Form Effective Date; (c) was or were licensed to such Party by a Third Party prior to the earliest Order Form Effective Date; or (d) is a modification, alteration or enhancement to any item described in clause (a), (b) or (c) of this definition.

“Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.

“Custom Feature” means any additional feature that Customer requests that Kimaru develops pursuant to an Order Form for such development or as otherwise agreed by the Parties as part of any Implementation Services.

“Customer” means the person or entity indicated as the customer on an Order Form to which the Services are provided under such Order Form.

“Customer Data” means any data that is uploaded to the Platform, is analyzed by or is Generated through the use of the Services, including Interaction Data.

“Customer System” means any information technology system of Customer, including hardware and software, used to access or otherwise realize the benefit of the Platform or Services.

“Data Processing Agreement” means the Kimaru data processing agreement attached hereto as Appendix I.

“Documentation” means the current technical and user documentation for the Platform, available upon request. The Documentation may be modified from time to time in Kimaru’s sole discretion.

“Fees” means, collectively, the fees set out in an Order Form.

“Generate” means to create, author, develop, invent or otherwise generate.

“Generative AI” means any type of Artificial Intelligence or machine learning technology that can be used to Generate output, including based on prompts or inputs.

“Implementation Services” means the services to be performed by Kimaru in connection with integration of the Services with Customer Systems.

“Intellectual Property” means all algorithms, application programming interfaces (APIs), apparatus, concepts, Confidential Information, data, databases and data collections, deliverables, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos and slogans), methods, models, procedures, processes, schematics, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, tools, uniform resource identifiers, user interfaces, works of authorship, and other forms of technology.

“Interaction” means interaction between an individual and an AI Agent, in each case handled through the Platform.

“Interaction Data” means the data and information collected or Generated by the Platform when the Platform is used for Interactions, including Output.

“Law” means any declaration, decree, directive, legislative enactment, order, common law, ordinance, regulation, rule, guideline, guidance or other binding restriction or requirement of or by any governmental authority, as may be amended or replaced from time to time.

“Losses” means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants and other experts and professionals or other reasonable fees and expenses of litigation or other proceedings or of any Claim, default or assessment).

“Order Form” means any order form, subscription agreement, statement of work or similar purchasing document between the Parties, which the Parties may agree to and execute from time to time and which incorporates by reference these Terms.

“Order Form Term” means the duration of an Order Form set forth therein.

“Output” means the Interaction information, data, analytics, feedback and other output Generated by the Platform, including the output of any AI Agent.

“Party” means each of Kimaru and Customer, and together they are the “Parties”.

“Platform” means Kimaru’s proprietary artificial intelligence-powered retail supply chain management platform, as further described online at kimaru.ai, together with the related services and those capabilities all as defined within the Documentation.

“Professional Services” means any custom development or other professional or consulting services, other than Implementation Services, provided by Kimaru to Customer pursuant to an Order Form.

“Professional Services Fee” means the amount, if any, specified as the “Professional Service Fee” in the Order Form.

“Services” means, collectively, the services to be provided pursuant to an Order Form including provision of the Platform and use of any Platform application programming interface made available to Customer by Kimaru from time to time.

“Terms” means this license agreement pursuant to which Kimaru provides the Services and which governs each Order Form, subject to Section 2.1.

“Third Party” means any person or entity other than a Party or any Affiliate of a Party.

“Trial Period” means the duration of Trial Services set forth in an applicable Order Form.

“Trial Services” means the Services provided under an Order Form for Trial Services which are subject to the terms set forth in Section 2.2.

“User” means any personnel of Customer authorized by Customer to use the Platform in accordance with this Agreement and who has been supplied User Credentials by Customer pursuant to Section 3.7, regardless of whether the individual is actively using the Platform at any given time.

2. Services; License

2.1 Order Forms

Customer’s purchase of the Services and use of the Platform is subject to the terms of this Agreement. In the event of a conflict between these Terms and any Order Form, these Terms shall govern unless such Order Form specifically states that such term within such Order Form supersedes these Terms. Any terms which may appear as pre-printed language or otherwise be on, attached to or inserted within any order form, quote, invoice, bill or other form or document issued by Customer shall be of no force or effect even if such form or document is accepted or executed by Kimaru. Customer and Kimaru may amend any Order Form upon mutual written agreement, which shall take the form of a written addendum or amendment to such Order Form signed by both Parties. Any such addendum or amendment shall be governed by the terms of this Agreement.

2.2 Trial Period Terms

During any Trial Period, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND.

Trial Services are available only for the duration of the applicable Trial Period and are subject to the terms and conditions specified in the applicable Order Form. Trial Services shall automatically renew as paid Services as set forth in an applicable Order Form. If no renewal term is specified for such renewal, then the Order Form shall renew for an additional twelve (12) month period, and thereafter renew for successive twelve (12) month periods in accordance with these Terms.

Except as set forth above in this Section 2.2 or as otherwise set forth in this Agreement, the Services during the Trial Period are subject to all other terms and conditions of this Agreement.

2.3 General License

Subject to these Terms and payment of all Fees and any other amounts due hereunder, Kimaru hereby grants to Customer, during the Order Form Term, a limited, non-exclusive, non-transferable license, without the right to sublicense, to have Users access and use: (a) the Services; (b) the Professional Services; and (c) any Custom Feature as set forth in Section 3.5, via the Platform in accordance with the Documentation, including to Generate, use, reproduce and display Output, solely for Customer’s internal business purposes and not for the benefit of any other person or entity.

2.4 Copies

Customer may make a reasonable number of copies of the Documentation during the Order Form Term solely for back up or disaster recovery purposes. Customer shall reproduce all copyright, trademark, trade secret and other proprietary notices in such copies. Customer may not make a copy of any aspect of the Platform other than the Documentation. Upon termination of this Agreement, Customer shall promptly destroy or return to Kimaru, at Kimaru’s election, all copies of the Documentation.

2.5 General Use Restrictions

Customer shall not, directly or indirectly, and shall not allow any Affiliate, User or other Third Party to:

decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code or any underlying algorithm or idea from the Platform;
use any Output for purposes of training, validation of, testing of, or any other development of, any Artificial Intelligence or any other machine learning technologies;
circumvent or violate any technical restriction of the Platform;
make any copies of the Platform or any portion thereof or any Documentation, except as otherwise authorized herein;
disclose the Platform or any portion thereof, or any Documentation to any Third Party;
sublicense, rent, lease, lend or host the Platform to or for any other Third Party;
attempt to unlock or bypass any initialization system, encryption method or copy protection devices in the Platform;
alter, remove or obscure any patent, trademark or copyright notice in the Platform or Documentation;
use components of the Platform independent of the Platform;
post, send, process or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including violating any Third Party’s rights using the Platform;
use the Platform to perform any activity which does or may violate any applicable Law, or is or may be, directly or indirectly, harmful, threatening, abusive, harassing, tortious or defamatory, or to perform any activity which violates the rights of any Third Party;
use any Confidential Information of Kimaru to contest the validity of any Intellectual Property of Kimaru;
publish or disclose to any third party any evaluation of the Platform; or
interfere with or disrupt the integrity or performance of the Platform.

2.6 Third Party Products

Customer acknowledges and agrees that the Services operate on or with or using application programming interfaces (APIs) or other software or services operated or provided by Third Parties (“Third Party Services”). Kimaru is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof (collectively, “Third Party Notices”). Kimaru does not make any representations or warranties with respect to Third Party Services or any Third Party service provider. Any exchange of data or other interaction between Customer and a Third Party provider is solely between Customer and such Third Party service provider and is governed by the applicable Third Party Notice. The Third Party Notices may include important licensing and warranty information and disclaimers. In the event of conflict between any Third Party Notice and other portions of this Agreement, the Third Party Notices will take precedence, but solely as to the Third Party Service to which such Third Party Notice relates. Except to the extent expressly provided otherwise in the Third Party Notices, Customer acknowledges that the Third Party Services are licensed for use solely with the Platform and may not be used on a standalone basis or with any other product of a Third Party and that Sections 7.1 and 9.2 of these Terms shall not be applicable to any Third Party Service.

KIMARU MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS. KIMARU EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY THIRD PARTY PRODUCT. CUSTOMER SHOULD CONSULT THE RESPECTIVE VENDORS OR MANUFACTURERS OF EACH THIRD PARTY PRODUCT FOR WARRANTY AND PERFORMANCE INFORMATION.

2.7 Affiliates

Customer and Kimaru may mutually agree to allow the use of the Platform and Services by an Affiliate of Customer pursuant to this Agreement (including these Terms). Any such use shall be mutually agreed upon and documented in an addendum or amendment hereto executed by a duly authorized representative of Customer, Kimaru and such Affiliate. In such case, Customer and Affiliate shall be jointly and severally liable for all obligations hereunder and a breach by Customer or Affiliate shall be deemed to be a breach of this Agreement by Customer.

3. AI Terms; AI Agents; Output

Important Notice: Certain Output may be Generated by the Services, including via the AI Agent, using Generative AI. Generative AI sometimes produces output that is unpredictable, random, inaccurate, incorrect or inapplicable (“AI Hallucinations”). Accordingly, such output, including Output Generated as part of an Interaction, may include such errors and biases, and AI Agents may fail to record certain information or act correctly on the basis of such information. Kimaru employs commercially reasonable measures designed to reduce the risk of AI Hallucinations and bias.

Notwithstanding the training Kimaru provides to Customer as part of the Implementation Services, Customer acknowledges and agrees that:

Customer is solely responsible for configuring and training each AI Agent for Customer’s purposes;
Customer is responsible for verifying the training and performance of each AI Agent, including the accuracy and appropriateness of any Output before relying on or promoting the reliance upon any such Output;
relying upon any Output without a human operator’s review or intervention could result in harm, including legal, financial and physical harm;
Output may resemble, be substantially similar to or identical to Output Generated by other users of the Services who provide similar input, including configuring AI Agents in a similar manner;
any right, title or interest of Customer in Output Generated through Customer’s use of the Services shall not be interpreted to limit the rights of other users of the Services; and
Customer obtains no right, title or interest in or to output Generated through another user’s use of the Services, regardless of any level of similarity.

Kimaru cannot control and has no duty to take any action regarding how Customer or Customer’s individual clients may interpret, rely on or use any Output or what actions Customer or such individual may take as a result of having been exposed to Output.

4. Responsibilities of the Parties

4.1 Delivery of Services

Kimaru will use commercially reasonable efforts to provide Customer with access to the Platform and enable the use of the Services subject to the applicable Order Form on the applicable Order Form Effective Date.

4.2 Implementation Services

Kimaru will provide Implementation Services according to the mutually agreed upon implementation plan. Notwithstanding the foregoing, in the event that Kimaru determines, in its discretion, that Customer’s requirements or the nature of the Customer Systems necessitate resources in excess of Kimaru’s customary offering, Customer agrees to enter into an Order Form for such additional resources.

4.3 Professional Services

From time to time Customer may request that Kimaru provide certain Professional Services in addition to any agreed upon scope of Services. The terms applicable to such Professional Services will be set forth in an Order Form for Professional Services. Customer will provide Kimaru with: (a) reasonable assistance to facilitate scheduling and performance of Professional Services; (b) information required to perform the Professional Services; and (c) an engagement manager to help ensure effective delivery of the Professional Services. Professional Services are accepted when delivered unless otherwise set forth in the Order Form. Kimaru may engage any qualified subcontractor to provide Professional Services.

4.4 Support

As part of the Services, Kimaru will provide to Customer technical support, including training sufficient for Customer to train or enable Users to utilize the Platform, during the applicable Order Form Term in accordance with Kimaru’s generally applicable support practices applicable at the time of the performance of such services. During the applicable Order Form Term, Kimaru may update any Service as part of such support, as long as Kimaru does not materially and adversely change the performance thereof. Additional support and Customer training may be made available pursuant to a Professional Services Order Form.

5. Custom Features; Professional Services

5.1 Custom Features

Customer may from time-to-time request that Kimaru develop a Custom Feature. In such case, the Parties will mutually agree upon the terms for development of the Custom Feature which shall be set forth in a Professional Services Order Form hereunder executed by both Parties which shall include the payment of Professional Services Fees for the Professional Services required to develop such Custom Feature. Upon acceptance of such Custom Feature, Customer shall be licensed to use such Custom Feature in accordance with the license set forth in Section 2.3.

5.2 Ownership of Custom Features

Except as expressly set forth in the applicable Order Form for Professional Services, Kimaru shall be the sole owner of all right, title and interest in and to any Custom Feature and any improvement to any Service, including any modification, alteration or enhancement made as any Custom Feature that may be developed in accordance with this Section 3.5. Customer hereby assigns to Kimaru all of Customer’s right, title and interest in and to any Intellectual Property in any Custom Feature.