1. Definitions

“Kamu”, “We”, and “Us” refer to Kamu, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees. “Customer”, “You”, and “Your” refer to the Customer who is entering into this agreement.

“Products” refer to the software code, applications, libraries, tools, and deployment artifacts developed or distributed by Kamu (collectively, “Software”), programing interfaces (“APIs”), public and private online platform instances (each, a “Platform”), and websites such as kamu.dev and all of its subdomains (each, a “Site”).

“Services” refer to Products and the underlying infrastructure like storage, compute, data processing, monitoring, backups, and replication provided and operated by Kamu, and related technical support concerning correct functionality of Products and the infrastructure.

“User” means the users of the Kamu Services. “End Users” means the individuals or users who are permitted by Customer to use the Services. For clarity, End Users may include employees of Customer, affiliates, and other authorized third parties.

“Content” means any content made available or enabled through the Services by Kamu, Customer, or other Users or End Users, and includes, without limitation, any (i) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, and (ii) products, applications or projects. “Kamu Content” means those content that are made available to you through the Services or otherwise by Kamu or its licensors, while Content made available or enabled by you as “Customer Content” or other Users are referred to herein as “User Content.” Customer Content may include End User Content.

“Customer Application” means a software program or application that Customer creates or hosts using the Services. “Customer Data” means data provided to Kamu by Customer or its End Users through the Services, and data that Customer or End Users derive from that data through their use of the Services. For clarity, Customer Content includes Customer Applications and Customer Data.

“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each Party, respectively, as secured by such Parties from time to time.

The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document.

“Including” means including but not limited to.

2. Use of Services and Products

By using Kamu’s Products and Services the Customer agrees to comply with and be bound by this Agreement. If you do not agree to this Agreement, you may not use the Products and Services. Your continued use of the Products or Services constitutes your acceptance of this Agreement. Customer agrees to use the Kamu Products and Services solely for the purposes permitted by this Agreement. Customer is solely responsible for its use of the Products and Services

Kamu grants you the right to access and use the Services in accordance with this Agreement. We reserve all other rights.

You are responsible for End Users’ use of Your Content and the Services, and for their compliance with your obligations under this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Services by such End User.

Kamu does not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.

2.1. Additional Terms

Any Software, Product, or Service made available by Kamu (including the Kamu Node, Kamu CLI, or Kamu Web UI software, or private or public Kamu Platforms), may also be subject to other agreements, licenses, posted guidelines, rules, or additional terms of service (“Additional Terms”), which you agree to adhere to if you access or use this Software, Product, or Service. If there is any conflict between this Agreement and the Additional Terms, the Additional Terms take precedence in relation to that Software, Platform, or any other Service. The Additional Terms might be modified from time to time, and it is the responsibility of the Customer to check the corresponding information pages regularly for modifications. Terms of this Agreement and any applicable Additional Terms and all other documents incorporated by reference in the Agreement are referred to herein as the “Terms”.

2.2. Access to Services

Kamu makes certain Services available only if you have created a Kamu account and password or other log-in credentials and private API keys (collectively, “Account Information”).

(a) It is your responsibility to keep your Account Information confidential at all times, and you are solely responsible for all activity that occurs under your account with Kamu Services (“Account”) or to your Account Information.

(b) You may not use another person’s Account Information, create an account for anyone other than yourself, or sell, rent, sublicense, transfer, lease, share or provide access to your Account Information to anyone else, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

(c) Kamu may require that you change your Account Information or certain parts of your Account Information at any time for any reason.

(d) Customer is responsible for all activities that occur under the Customer Account, regardless of whether the activities are authorized by or undertaken by the Customer, its employees or a third party (including your contractors, agents or End Users). Kamu and its affiliates are not responsible for unauthorized access to the Customer’s Account.

(e) Customer (i) is responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your Accounts, Account Information and Customer Content in a manner that will provide appropriate security and protection, and (ii) will promptly notify Kamu of any unauthorized use of, or access to, the Services, Customer Account, or Customer’s Account Information of which Customer becomes aware.

(f) Kamu reserves the right to investigate any potential violation of the Agreement or Terms by Customer, which may include reviewing Customer Content.

(g) You agree that Kamu retains the right to create limits on the access and use of the Services, including your Content, such as limits on file size, storage space, processing capacity, API use limitations, and similar limits described in the web pages accompanying the Services and as otherwise determined by Kamu in its sole discretion.

2.3. Restrictions

The source code, design, and structure of all or any part of the Kamu Services and Products are trade secrets. Customer must not (and must not permit anyone else, including End Users, to):

(a) rent, lease, sell, distribute or sublicense the Services include them in a service bureau or outsourcing offering, or otherwise transfer any part of your rights to use the Services;

(b) provide access to the Services to a third party;

(c) charge its customers a specific fee for use of the Kamu Services, but Customer may charge an overall fee for its own offerings (of which the Products are ancillary);

(d) use the Services to develop, commercialize, license or sell a similar or competing product or service;

(e) reverse engineer, decompile, disassemble, translate, in whole or in part, or distribute the Services;

(f) copy, modify or create derivative works of the Services;

(g) interfere with, avoid or circumvent Service usage limits, quotas or incurring fees;

(h) remove, obscure or modify in any way any proprietary or other notices, copyright or attributions in the Services;

(i) use the Services for benchmarking or competitive analysis with respect to competitive or related products or services;

(j) use Services to engage in cryptocurrency mining without Kamu’s prior written approval;

(k) download data or Content for spamming or scraping purposes.

Customer and its End Users will not use the Services for illegal purposes. You will comply with the terms of this Agreement and other Terms and all laws, rules and regulations (including any laws or regulations regarding the use and export of data or software to and from the Canada, United States or other applicable countries) (collectively, “Law”), as well as generally accepted practices or guidelines in any applicable jurisdiction, applicable to your use of the Services.

Customer is solely responsible for all Customer Content, including its End User’s use of the content or the Services. Customer will ensure that Customer Content, and the use of Customer Content or Services by you or your End Users will not violate any of the Policies or any applicable Law.

2.4. Customer Obligations

Customer will secure and maintain all rights in Customer Content necessary for Kamu to provide the Services without violating the rights of any third party or otherwise obligating Kamu to you or to any third party. Kamu does not and will not assume any obligations with respect to Customer Content or to your use of the Services other than as expressly set forth in this agreement or as required by applicable law. Customer is responsible for any consents and notices required to permit:

(a) Customer’s use and receipt of the Services;

(b) Kamu’s accessing, storing, and processing of data provided by Customer or other Customer Content (including End User Data, if applicable) under the Agreement.

2.5. Modifications to Agreement, to Services

Kamu may at any time modify or discontinue, temporarily or permanently, the Services, or any portion thereof, with or without notice. You agree that Kamu shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services or Agreement, to the maximum extent permitted under applicable law.

(a) Modifications to the Services. Kamu may automatically provide updates or changes to the Services from time to time, without notice. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules and completely new versions. You agree to receive such updates (and permit Kamu to deliver these to you with or without your knowledge) as part of your use of the Services, and all such Software (as updated from time to time) will remain governed by the Agreement and other Terms.

(b) Discontinuation of the Services. We may discontinue any or part of the Services from time to time. We will provide you at least 30 days’ prior notice before discontinuing a material functionality of a Service that has a material impact on the Services the Customer is using and ensure to provide you means to retrieve your data until the discontinuation date. Kamu will not be obligated to provide such notice if the discontinuation is necessary to (a) address an emergency, or risk of harm to the Services or Kamu, (b) respond to claims, litigation, or loss of license rights related to third party intellectual property rights, or (c) comply with law, but should any of the preceding occur Kamu will provide you with as much prior notice as is reasonably practicable under the circumstances.

(c) Modifications to the Agreement. Kamu may modify this Agreement. Kamu will notify the Customer of material changes to this Agreement, such as price increases, at least 30 days prior to the change taking effect by sending email to the primary contact address specified in the Agreement, except to the extent the changes apply to new functionality or are required by applicable law, in which case they will be effective immediately. Customer’s continued use of the Service constitutes agreement to those revisions of this Agreement. Customer may also terminate this Agreement for convenience under Section 4.1 (Termination for Convenience).

3. Fees and Payment

3.1 Fees Exact fees are governed by individual Customer agreements.

3.2. Payments

Starting from the Effective Date of the Agreement every month will constitute a Billing Period. Kamu will issue an invoice to Customer at the end of each billing period, until termination or modification of the Agreement. Customer agrees to pay all Fees in the currency stated in the invoice within thirty (30) days of the invoice date. Unless required by law, Customer’s obligation to pay all Fees is non-cancellable and non-refundable. Payments made via wire transfer must include the bank information provided by Kamu. Customer is responsible for all the banking fees associated with the payment.

3.3. Taxes

Fees are exclusive of any sales, use, GST, value-added, withholding or similar taxes unless otherwise specified on the invoice as tax inclusive. Customer is responsible for and must pay all such taxes that are owed under this agreement and which we are permitted to collect from you under applicable law. Customer will provide Kamu with any applicable tax identification information that Kamu may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Kamu for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

(a) Withholding Taxes. To the extent Customer is required to withhold tax from payment to Kamu in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to Kamu.

(b) Exemptions. If Customer claims exemption from any sales tax, VAT, GST or similar taxes under this Agreement, Customer must provide Kamu a valid tax exemption certificate or tax ID at the time of Order, and after receipt of valid evidence of exemption, Kamu will not include applicable taxes on the relevant Customer invoice.

3.4. Suspension for Non-payment

Kamu may suspend Customer’s rights to use Services if payment is overdue, and Kamu has given Customer no fewer than thirty (30) days’ written notice.

4. Term and Termination

This Agreement commences on the date Customer accepts it (the “Effective Date”) and expires when all Subscription Terms have ended.

4.1. Termination for Convenience

Customer may terminate this Agreement at any time on prior written notice and, upon termination, must cease use of the Services. Kamu may terminate this agreement upon 30 days written prior notice, for any reason.

4.2. Termination for Cause

Either party may terminate this Agreement if the other party:

(a) fails to cure a material breach of this Agreement including a failure to pay fees (or have acted in a manner that indicates or suggests you do not intend to, or are unable to, comply with any of the Agreement terms or other Terms);

(b) ceases operation without a successor;

(c) become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

Kamu may terminate this Agreement immediately without written notice in order to comply with the law or requests of governmental entities, or if Kamu reasonably believes that:

(a) continued provision of any Service used by Customer would violate applicable Law(s);

(b) Customer has violated or caused Kamu to violate any Law(s).

4.3. Effect of Termination

Upon termination of this Agreement:

(a) all Customer’s rights and access to the Services will cease (including access to Customer Content);

(b) Customer must immediately cease accessing or using the Services;

(c) Customer must delete (or, on request, return) all Account Information (including license keys, access keys and any Product copies).

All Fees owed by Customer to Kamu are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.

Termination of your Account may include:

(i) removal of access to Services;

(ii) deletion of Customer Content and Account Information, and all related information, including Customer and End User data and associated with or inside your Account (or any part thereof).

You agree that Kamu shall not be liable to you or any third party for any termination of your Account and accompanying effects.

4.4. Survival

All provisions of this Agreement which, by their nature, should survive termination will survive termination — including, without limitation: Section 1 Definitions, Section 4 Term and Termination, Section 3 Fees and Payment, Section 5 IP Rights, Section 6 Indemnification, Section 7 Limitations of Liability, Section 8 Disclaimers, and Section 9 Governing Law, Jurisdiction and Venue.

4.5. Temporary Suspension

Kamu may immediately suspend all or part of Customer’s use of the Services if:

(a) Kamu reasonably believes Suspension is needed to protect the Services, Kamu’s infrastructure supporting the Services, or any other customer of the Services (or their end users);

(b) there is suspected unauthorized third-party access to the Services;

(c) Kamu reasonably believes that immediate Suspension is required to comply with any applicable law;

(d) Customer or its End User’s use of the Services could subject Kamu, its affiliates, or any third party to liability, or could be fraudulent;

(e) Kamu determines that the Customer or its End Users abuse or excessively frequent requests to the Services via the API;

(f) Customer or its End Users is in material breach of any of the Agreement terms or other Terms.

Kamu will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, Kamu will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible. If one or more of these conditions occurs, then:

(i) You will be responsible for all fees and charges you incur during the period of suspension that we bill to you;

(ii) Suspension will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days’ notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Customer Content without any retention period.

5. Intellectual Property Rights, Protection of Customer Content, Feedback

5.1. No Transfer of Rights

Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer retains all Intellectual Property Rights in Customer Content and Customer Applications, and Kamu retains all Intellectual Property Rights in the Services and Software. Customer grants Kamu the right to store, copy, modify, process, perform, archive, parse, display or otherwise use Customer Content, as necessary to provide or improve the Services.

5.2. Protection of Customer Content

Kamu will only access, use, and otherwise process Customer Content as necessary to maintain, provide or improve the Services or as necessary to comply with the law or a binding order of a governmental body, and will not access, use, or process Customer Content for any other purpose, unless authorized by the Customer.

(a) Some Services involve collaboration and file-sharing services among other Users or a specific group in conjunction with such collaboration and data-sharing. The User Content that you or other Users share with other Users through the Services shall be referred to as “Shared Content”. While some Services offer functionality to limit another User’s use of your Shared Content, such limitations are not guaranteed and it is your sole responsibility to determine what limitations, if any, are placed on Shared Content that you distribute. You agree that Kamu has no liability of any kind for or in connection with Shared Content, including if other Users use, modify, destroy, corrupt, copy or distribute your Shared Content in violation of the limitations that you may impose on its use. Further, it is your sole responsibility to determine what limitations are placed on your use of another User’s Shared Content, including by looking at a given Service’s functionality and Additional Terms along with any additional restrictions placed by such User on your use of their Shared Content.

(b) For any Content that you made publicly available to End Users or as Shared Content (such as data, photos, audio, software and videos and/or comments that might or might not be covered by Intellectual Property rights), you hereby grant Kamu, its Users or Customer’s End Users with a non-exclusive, transferable, worldwide license to use, share, copy, modify, distribute, publicly display, perform and reproduce your User Content as permitted through the functionality of Kamu Services and Products. If you are sharing Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Kamu Users.

(c) In some cases, you may remove your Content by deleting it within the Services. However, you understand that removed content may persist in backup copies for a reasonable period of time, or otherwise pursuant to our data retention and archival policies. Additionally, you acknowledge that prior to your deletion on the Services, if previous copies of such deleted Content was made available as Shared Content, other Kamu Users may still own a copy or part of such Content.

5.3. Customer Feedback and Suggestions

At its option, Customer may provide feedback or suggestions about the Services to Kamu (“Feedback”). If Customer provides Feedback, then Kamu and its Affiliates may use that Feedback without restriction and without obligation to Customer. You hereby irrevocably assign to us all right, title, and interest in and to the Feedback and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Feedback.

5.4. Publicity

Customer may state publicly that it is a Kamu customer and display Kamu Brand Features in accordance with the Trademark Guidelines and IP rights. Kamu may use Customer’s name and Brand Features in online or offline promotional materials of the Services, with prior written approval by the Customer. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.

5.5. Adequate Rights

Customer represents and warrants to Kamu that:

(a) Customer or its End Users own all right, title, and interest in and to Customer Content and Feedback;

(b) you have all rights in Customer Content and Feedback necessary to grant the rights contemplated by this Agreement;

(c) you have the rights necessary to grant the licenses and sublicenses described in the Agreement;

(d) you have received consent from any and all persons depicted in your Content to use your Content as set forth in the Agreement and other Terms, including distribution, public display, public performance and reproduction of your User Content;

(e) none of Customer Content or End Users’ use of Customer Content or the Services will violate the Agreement, a third party’s property rights or rights of publicity or privacy or result in the violation of any applicable law or regulation.

6. Indemnification

You will defend, indemnify, and hold Kamu, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives harmless from and against any losses, claims, liabilities, demand, and expenses (including legal and accounting fees), arising out of or relating to any third-party disputes concerning:

(a) Customer or its End Users’ use of the Services (including any Data, Content, Application or activities under your Kamu account, and use by your employees and personnel);

(b) breach of this Agreement or violation of applicable law by you, End Users or Your Content;

(c) your sharing of any Content (including User Content or Shared Content) that infringe or misappropriate a third party’s Intellectual Property Rights or violate Law;

(d) any agreements, transactions, losses, or liability arising between you and any third parties advertising or promoting via the Services;

(e) a dispute between you and any User (including End Users), including any Intellectual Property Rights;

And will pay the amount of any adverse final judgment or settlement.

6.1. Procedure of Defending

Each party must notify the other promptly of a claim, under this Section so as to not prejudice the defense of the claim; and reasonably cooperates with the other party in the defense and settlement of the claim. Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

6.2. Remedies

If Kamu reasonably believes the Services might infringe a third party’s Intellectual Property Rights, or subject to any claim, then Kamu may (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative. If Kamu does not believe the remedies are commercially reasonable, then Kamu may Suspend or terminate Customer’s use of the impacted Services.

7. Limitations of Liability

You understand and agree that Kamu, its officers, directors, employees, agents, partners or suppliers will not be liable to the Customer, its End Users or any third party for any loss of profits, revenue, savings, use, business opportunities, goodwill, content, or data; or for any incidental, indirect, special, punitive, reliance, consequential or exemplary damages of any kind; or for damages for business interruption or loss of business information, even if informed of their possibility in advance, which might arise from:

(a) the use, disclosure, or display of your Content;

(b) your use or inability to use the Services;

(c) any modification, price change, suspension or discontinuance of the Services;

(d) the Services generally or the software or systems that make the Services available;

(e) unauthorized access to or alterations of your transmissions or data;

(f) statements or conduct of any third party on the Services;

(g) any other user interactions that you input or receive through your use of the Services, including your use, access and/or download of Shared Content;

(h) any other matter relating to the Services.

7.1. Unlimited Liabilities

Nothing in the Agreement excludes or limits either party’s Liability for:

(a) its fraud or fraudulent misrepresentation;

(b) its obligations under Section 6 (Indemnification);

(c) its infringement of the other party’s Intellectual Property Rights;

(d) its payment obligations under the Agreement;

(e) matters for which liability cannot be excluded or limited under applicable law.

7.2. Limitation on Amount of Liability

Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid for the Service giving rise to the liability during the 12 month period before the event giving rise to Liability. Kamu’s total aggregate Liability for damages arising out of or related to Services or Software provided free of charge is limited to $1,000 USD.

8. Disclaimer

The Services and Kamu Content are provided “as is” and “as available,” without warranty of any kind. Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, Kamu and its affiliates or licensors (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise, regarding the Services, Kamu Content or the third-party Content, and (b) disclaim all warranties, including any implied, statutory or express warranties (i) of title, merchantability, satisfactory quality, fitness for a particular purpose, accuracy or non-infringement, (ii) arising out of any course of dealing or usage of trade, (iii) that the Services or Kamu Content or third-party Content will be uninterrupted, timely, error-free or free of harmful components, and (iv) that any content will be secure or not otherwise lost or altered, (v) the results that may be obtained from the use of the Services will be effective, accurate or reliable, (vi) the quality of the Services will meet your expectations, or that (vii) any errors or defects in the Services will be corrected. No advice or information, whether oral or written, obtained by you from Kamu, or through or from use of the Services shall create any warranty not expressly stated in the terms of this Agreement or other Terms.

Kamu does not control, endorse, or accept responsibility for any Content (including Shared Content), software, data or service offered by third parties accessible through its Services. Kamu makes no representations or warranties whatsoever about, and shall not be liable for, any such third parties, their Content, or services. Any dealings that you may have with such third parties are at your own risk, and you will be solely responsible for any damage or loss that results from the download or use of any such Content. Additionally, to the maximum extent permitted under applicable law, Kamu disclaims all, and assumes no, liability for any illegal or damaging Shared Content that you access, download, use and/or obtain via the Services.

9. Governing Law, Jurisdiction and Venue

All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any dispute, controversy or claim arising out of, relating to, or in connection with, this Agreement or any breach, termination or validity thereof (a “Dispute”) shall be finally settled by arbitration. The arbitration shall be conducted in accordance with the Arbitration Act (British Columbia) in effect at the time of the arbitration, except as they may be modified herein or by agreement of the parties. The seat of the arbitration shall be the City of Vancouver.

10. Notices

Any notice required or permitted to be given hereunder shall be in writing and sent by the means of recorded electronic communications to addresses herein:

E-mail: legal@kamu.dev

Any notice sent by electronic communications shall be deemed to have been delivered on the date of receipt.