KORE.AI PLATFORM LICENSE AND SERVICES AGREEMENT

This Kore.ai Platform License and Services Agreement (“Agreement”) governs Customer's access to and use of the Kore.ai Platform purchased through an authorized cloud marketplace ("Marketplace"). By subscribing to the Kore.ai offering through the Marketplace, Customer agrees to be bound by the terms of this Agreement.

This Agreement is entered into between Kore.ai Inc., with its principal place of business at 7380 West Sand Lake Road, Suite 390, Orlando, Florida 32819 ("Kore.ai" or "Supplier"), and the entity that subscribes to the Kore.ai offering through the Marketplace ("Customer").

1.	DEFINITIONS

1.1	“Administrator” means specific Customer employee with administrator rights on the Kore.ai Platform.

1.2	“Authorized User” or “User” means any person who is using the Services on behalf of the Customer.

1.3	“Bot” or " VA" is defined as: a) A collection of tasks/intents for a single domain; b) It can be internal facing and/or external facing, performing the defined set of tasks/intents; c) Access across multiple domains shall be treated as multiple bots. For example: tasks related to HR is one Assistant, and tasks relating to IT Help Desk is a second domain/Assistant.

1.4	“Bot Developer” means specific Customer employee with bot development access and/or rights on the Kore.ai Platform.

1.5	“Customer Data” means any and all data and/or information, input or submitted by Customer or Authorized Users into the Platform as well as any and all data and/or information collected from Customer or Authorized Users by Kore.ai, in connection, with their use of the Platform.

1.6	“Fees” means the fees described in the applicable Order Form.

1.7	“Intellectual Property Rights” means all intellectual property rights including, without limitation, patent applications and disclosures, copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.8	"Marketplace" means the applicable cloud marketplace platform through which Customer subscribed to the Kore.ai offering

1.9	“Platform” means the Kore.ai proprietary chatbot platform offered, any associated documentation, guidance or assistance by any Kore.ai representative and/or any and all information which is accessed by the Customer and/or User in course of these General Terms & Conditions. The Platform hosts Customer Data input or any input submitted by Authorized Users in accordance with this Agreement.

1.10	“Session” begins upon the initiation of a conversation between the Bot/VA and the end User, via any channel, and shall terminate upon fifteen (15) minutes of Inactivity from the end User. A new Session shall start if the end User restarts the conversation after completion of the fifteen (15) minute Inactivity period. Inactivity shall be defined as the period from which there is an absence of any meaningful or comprehensible input from the end User.

1.11	“Unauthorized Access” means any access which is not permitted or authorized under this Agreement or Order Form.

2.	PLATFORM LICENSE

License. Kore.ai shall provide Customer with a license to use the Platform in accordance with the terms and conditions of this Agreement. The license provided shall be used solely for Customer’s business purpose(s), as mutually agreed between the parties, and shall be limited in accordance with details provided in this Agreement. Customer will not interfere with or disrupt the Platform or access any systems or networks connected to the Platform (except as required to access and use the Platform). Customer will not allow access to or use of the Platform by anyone other than Authorized Users. Customer will not: (a) copy, modify or distribute any portion of the Platform; (b) rent, lease, or provide access to the Platform on a time-share or service bureau basis; or (c) transfer any of its rights hereunder to any third party.

3.	CUSTOMER OBLIGATIONS AND REPRESENTATIONS

Cooperation and Assistance. Customer will ensure that (i) Customer and its Authorized Users shall comply with the requirements of this Agreement; and (ii) carry out all responsibilities in an orderly and timely manner, ensuring compliance with the requirements of this Agreement. Customer will promptly notify Kore.ai of any suspected or alleged violation of this Agreement and will cooperate with Kore.ai with respect to: (a) investigation of any such violation and (b) any action by Kore.ai to enforce this Agreement. Kore.ai may suspend or terminate any Authorized User’s access to Platform upon prior notice to Customer in the event that Kore.ai reasonably determines that such Authorized User has violated this Agreement. Customer will be responsible for all actions taken under an Authorized User’s account and will be liable for any violation of this Agreement by Authorized Users.

Customer Data Representations. Customer represents and warrants to Kore.ai that: (i) it has all rights, power and authority necessary for Customer’s collection, use and processing of Customer Data as contemplated by this Agreement; and (ii) Customer’s use and provision of Customer Data to Kore.ai pursuant to this Agreement will not breach any existing or proposed agreement between Customer and any third party or violate any applicable laws, regulations, orders or rules. 

4.	INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP

The Platform, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Kore.ai or its licensors. Customer owns all worldwide right, title and interest in and to all Customer Data. Customer hereby grants to Kore.ai a non-exclusive license to use, reproduce, distribute copies of, and perform and display publicly, the Customer Data as necessary solely to provide the Platform.
All Kore.ai materials that predate this Agreement shall remain Kore.ai’s property. Kore.ai grants Customer a non-exclusive, royalty-free, perpetual, worldwide, irrevocable license to use, make, reproduce, distribute, perform, display, and create derivative works of Kore.ai preexisting materials for Customer use, if such material is a part of the Services and/or Deliverables provided to Customer.
Kore.ai has no ownership rights in Customer materials that are transferred to Kore.ai. Kore.ai is granted a limited license to use materials provided by Customer solely in the performance of services of this Agreement and not for Kore.ai’s or any third party’s benefit. During the performance of the Agreement various discussions may take place pertaining to the Platform that may result in the conception of an invention. Customer assigns to Kore.ai any ownership rights to such inventions.

5.	CONFIDENTIALITY

The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

6.	WARRANTY

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6, KORE.AI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OR THE PLATFORM AND SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6, KORE.AI DISCLAIMS ANY WARRANTY THAT THE PLATFORM AND SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. KORE.AI MAKES NO WARRANTY REGARDING, AND WILL HAVE NO LIABILITY IN CONNECTION WITH, ANY ALERTS, NOTIFICATIONS AND/OR CORRESPONDING ACTIONS PROGRAMMED THROUGH THE PLATFORM AND SERVICES (SUCH AS THE TRIGGERING (OR LACK THEREOF) OF ALERTS OR OTHER NOTIFICATIONS, THE TIMELINESS OF DELIVERY OF ANY SUCH ALERTS OR NOTIFICATIONS, THE OCCURRENCE OF ANY ACTIONS IN OTHER SYSTEMS IN RESPONSE TO AN ALERT OR NOTIFICATION, OR THE TIMELINESS OF THE OCCURRENCE OF SUCH ACTIONS). KORE.AI FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PLATFORM AND SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KORE.AI OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

7.	TERM AND TERMINATION

This Agreement commences on the date Customer subscribes to the Platform through the Marketplace and continues for the duration of the active Subscription Term, including any renewals, unless earlier terminated in accordance with this Agreement.
Kore.ai reserves the right to terminate the contract unilaterally if the Customer is found to be violating any applicable laws or breaching the contract in any way whatsoever. Kore.ai further reserves the right to revoke access and terminate the Agreement if Customer fails to pay the fees. Both parties’ rights and obligations in Fees, Ownership, Confidentiality, Indemnification and Limitation of Liability, and General will survive expiration or termination of these terms.

8.	INDEMNIFICATION AND LIMITATION OF LIABILITY.

Customer shall indemnify and hold harmless Kore.ai, its subsidiaries, affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney's fees, made by any third party or penalty imposed due to or arising out of breach of these terms any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party. Further, Customer hereby expressly release Kore.ai and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions and specifically waiver any claims or demands that may have in this behalf under any statute, contract or otherwise. In no event will Kore.ai be liable to the other party for any incidental, special, exemplary or consequential damages, including loss of income, data, profits, revenue or business interruption, or other economic loss, whether or not such party has been advised of the possibility of such damages, and whether any claim for recovery is based on theories of contract, warranty, tort (including negligence and strict liability) or otherwise. Notwithstanding any other provisions of this order form and/or agreement, in no event will kore.ai’s aggregate liability to customer and in connection with this order form and/or agreement exceed the total average monthly fees paid by customer in the twelve (12) month period preceding the claim or action, in connection with the applicable license or service, regardless of the form or theory of the claim or action.

9.	GENERAL.

This Agreement will be governed by and construed in accordance with the laws of the State of Florida, excluding that body of law known as conflict of laws. Any legal action or proceeding arising under these terms will be brought exclusively in the federal or state courts located in Orlando, Florida. Any notice required by these terms will be given by prepaid, first class, certified mail, return receipt requested, and in each instance deemed given upon receipt, addressed to the parties at their respective addresses set forth in the Order Form and marked for the attention of the chief executive officer for Kore.ai and authorized signatory for Customer. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these terms will remain in full force and effect. If such provision cannot be enforced by law, such provision shall be struck out from this Agreement, and the other portions of this Agreement shall continue to be in force. The failure by either party to enforce any provision herein will not constitute a waiver of future enforcement of that or any other provision. Customer shall not assign or transfer these terms or any of its rights hereunder, or delegate any of its obligations hereunder. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of god, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, except for payment obligation, the non-performing party will be excused from any further performance of its obligations affected by the force majeure event for so long as the event continues, and such party continues to use commercially reasonable efforts to resume performance. The Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding their subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter. Any waiver, modification or amendment of any provision of the Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Kore.ai and Customer agree that this Agreement is the complete and exclusive statement of mutuality between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof.

10.	MARKETPLACE SUBSCRIPTION AND BILLING

10.1	Marketplace Transactions. Customer's purchase of access to the Platform is transacted through the Marketplace. All billing, invoicing, payment processing, and subscription management are governed by Customer's agreement with the applicable Marketplace provider and its standard marketplace terms. Kore.ai is not a party to Customer's agreement with the Marketplace provider.

10.2	Fees and Payment. All Fees for Platform access are as published in the applicable Marketplace listing at the time of subscription. Fees are in USD and are exclusive of applicable taxes. Customer is responsible for all taxes, duties, and related charges arising from Marketplace purchases.

10.3	Subscription Consumption and Overage. Customer's Marketplace subscription includes a licensed quantity of Sessions and Authorized Users for the duration of the Subscription Term (collectively, "Allotted Quantities"). All Allotted Quantities are available for use at any time throughout the Subscription Term. Any unused Sessions or Authorized Users remaining at the expiration of the Subscription Term shall expire without refund or credit. Customer may pre-license additional quantities of Sessions or Authorized Users at any time prior to exhausting its existing Allotted Quantities, at the per-unit rates set forth in the applicable Marketplace listing or order. If Customer exceeds its Allotted Quantities without pre-licensing additional capacity, overage fees shall be charged at a 25% premium over the pre-purchased rate. Overage charges are calculated in arrears at the end of the applicable month(s) in which the overage occurred and will be processed exclusively through the applicable Marketplace.

10.4	Subscription Renewal and Cancellation. Unless otherwise specified in the Marketplace listing, subscriptions renew automatically at the end of each Subscription Term at the then-current Marketplace pricing. Customer may manage, modify, or cancel its subscription through the Marketplace provider's standard interface. Cancellation takes effect at the end of the then-current Subscription Term. No refunds are provided for partial-term cancellations unless required by the Marketplace provider's policies