TERMS OF USE AGREEMENT

IMPORTANT: READ CAREFULLY

Ko Center Co. (“Ko,” “We” or “Us”) provides a subscription service that allows the subscriber to access or use Services as ordered by the subscriber (“You” or “Subscriber”). This Terms of Use Agreement, (the “Agreement” or “Terms”) is a binding contract and governs the use of and access to the Services by You, Agents and End-Users whether in connection with a paid subscription or free trial for the Services.

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access a Service, Subscriber agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering this Agreement on behalf of a company, organization or other form of legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Ko that You have the authority to bind such Entity and its affiliates to this Agreement. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services.

An “Agent” is any individual (including those of Subscriber’s affiliates) authorized to use the Service(s) through the Subscriber’s account as an agent, account owner and/or administrator. An “End-User” is any person or entity other than Subscriber or Agents with whom Subscriber, its Agents, or its other End-User interact while using a Service. A “Service” means the products and services that are used or ordered by You, whether on a trial or paid basis, including (i) all features and functionalities, the Website, and user interfaces; (ii) Ko’s proprietary software application, which includes compiled software code, images, music, media, templates, data, a user interface, any documentation accompanying the program, and any updates or supplements of such software and documentation; and (iii) Ko’s proprietary software, platform, and related media accessible at www.ko.is, including all related subdomains (the “Website”).

The Service may also provide information and links related to other Ko products and services, and third-party products and services. By using the Service, You represent to Us that you are at least 18 years old and You agree to be bound by the terms of this Agreement.

IF YOU ARE NOT AT LEAST 18 YEARS OLD OR IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, KO IS UNWILLING TO PROVIDE THE SERVICE TO YOU, NO SUBSCRIPTION FOR ANY SERVICE IS GRANTED AND YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SERVICE.

THIS AGREEMENT INCLUDES AN ARBITRATION CLAUSE, WHICH PROVIDES FOR A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER. UNLESS YOU TIMELY OPT OUT OF THIS ARBITRATION CLAUSE, YOU AND KO AGREE THAT ANY DISPUTE RELATING TO THIS AGREEMENT MUST BE RESOLVED BY INDIVIDUAL MANDATORY ARBITRATION.

Ko will make the Services available pursuant to this Agreement and any applicable service order and in accordance with the Subscriber’s subscription plan. Ko will use commercially reasonable efforts to make the Service available twenty-four hours a day, seven (7) days a week, except during a planned downtime with advanced notice via the Website or to the Subscriber and force majeure event.
Ko will provide Subscriber, at no additional charge standard customer support for the Services as detailed in the Website for the Services. If purchased by the Subscriber, Ko will provide upgraded support or support that includes service-level agreements.
Login Management. Access to and use of certain Services is restricted, such as to the specified number of individual Agents permitted under the Subscriber’s subscription to the applicable Service, as detailed for that Service. For Services that are Agent-based, Subscriber agrees that Agent logins cannot be shared or used by more than one (1) individual per account. However, Agent logins may be reassigned to new individuals replacing former individuals who no longer require and do not use the Services. Subscriber and Agents are responsible for maintaining the confidentiality of all Agent login information for an account. Absent a written license from Ko expressly stating otherwise, Subscriber agrees and acknowledges that Subscriber may not use the Services, including but not limited to the API, to circumvent the requirement for an individual Agent login for each individual who (a) leverages the Services to interact with End-Users; or (b) processes data related to interactions with End-Users. Ko reserves the right to charge Subscriber, and Subscriber hereby agrees to pay, for any overuse of a Service in violation of this Agreement or the subscription plan features and limitations on the Website, in addition to other remedies available to Ko.
Your subscription will continue for the term of the Service as ordered by You. For Your subscription, you must have Internet access and provide Us with one or more Payment Methods. “Payment Methods” means a current, valid, accepted method of payment. We may offer a number of subscription plans, including subscriptions offered by third parties in conjunction with their own products and services provided by such third parties. Some subscription plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to You.
Promotional offers may be offered from time to time. Offer eligibility is determined by Ko at its sole discretion and We reserve the right to revoke a promotional offer.
Payment and Billing. Unless otherwise expressly set forth in this Agreement, a service order, a statement of work, or in supplemental terms, or as otherwise agreed for additional usage charges, all subscription charges are due in full upon commencement of the subscription term. Subscriber is responsible for providing valid and current payment information and Subscriber agrees to promptly update the Account information, including payment information, with any changes that may occur (for example, a change in Subscriber’s billing address or credit card expiration date). If Subscriber fails to pay subscription charges or any other charges indicated on any service order or statement of work, or in any supplemental terms, within five (5) days of Ko’s notice to Subscriber that payment is delinquent, or if Subscriber does not update payment information upon Ko’s request, in addition to other remedies, Ko may suspend access to and use of the Services by Subscriber, Agents and End-Users. As permitted by applicable law, Ko reserves the right to charge the Subscriber late payment penalties or interest charges on any past-due invoices that are not subject to a previously-noticed good faith dispute as to amount owed. If Subscriber chooses to upgrade the subscription plan or increase the number of Agents authorized to access and use a Service during the subscription term, any incremental subscription charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. In any subsequent Subscription Term, the Subscription Charges will reflect any such upgrades. We may change the prices and subscription plans from time to time at Ko’s sole
Unless otherwise stated, Ko’s subscription charges do not include any taxes. Subscriber is responsible for paying taxes assessed in connection with the subscription to the Services. Ko will invoice the Subscriber for such taxes if Ko believes it has a legal obligation to do so and Subscriber agrees to pay such taxes if so invoiced. Ko agrees to exempt Subscriber from any taxes for which Subscriber provides to Ko a tax exemption certificate prior to the issuance of an invoice; provided, however, that no such exemption shall be extended to Subscriber following written notice to Ko from a taxing authority of appropriate jurisdiction that Subscriber does not qualify for the claimed exemption. If the Subscriber is required to withhold taxes from payments to Ko, Subscriber shall pay Ko the amount owing on the invoice, less a deduction for such taxes withheld to be remitted directly by the Subscriber to the relevant tax authority. Subscriber will provide Ko with a valid receipt for such taxes remitted to the relevant tax authority within 75 (seventy-five) days of Subscriber’s payment to Ko from which the withholding was made. If Subscriber does not provide the valid receipt for such taxes remitted within 75 days, Subscriber agrees and acknowledges that it will be charged and will have to pay for the full amount of the invoice. If the Subscriber is legally required to withhold taxes from payments to Ko but fail to do so and pay an invoice in full, Subscriber may be entitled to reimbursement of the taxes which should have been withheld. Such reimbursement can only be made in the first year following payment of the relevant invoice to Ko, once the Subscriber provides Ko with a valid receipt for the taxes remitted to the relevant tax authority in respect of that invoice.
Payment Agent/Payment Portals. If Subscriber pays by credit card or certain other payment instruments, the Services provide an interface for the account owner to change credit card information (e.g., upon card renewal). Payments made by credit card, debit card or certain other payment instruments for the Service are billed and processed by Ko’s Payment Agent. Subscriber hereby authorizes the Payment Agent to bill Subscriber’s credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the subscription plan for the Services until the subscription to the Services terminates, and Subscriber further agrees to pay any subscription charges so incurred. If applicable, Subscriber hereby authorizes Ko and the Payment Agent to charge Subscriber’s credit card or other payment instrument to establish prepaid credit. The account owner will receive a receipt upon each acceptance of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. To the extent the Payment Agent is not Ko, the Payment Agent is acting solely as a billing and processing agent for and on behalf of Ko and shall not be construed to be providing the applicable Service. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Subscriber’s billing information except to process Subscriber’s credit card information for the Payment Agent. If Subscriber mandates Ko to use a vendor payment portal or compliance portal that charges Ko a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, Subscriber shall be invoiced by Ko and Subscriber is obligated to pay, the cost of this fee.
You are responsible for any activity through your account and responsible for compliance with the provisions of this Agreement by You, Agents and End-Users. You further agree not to (a) modify, adapt or hack the Services or otherwise attempt to gain an unauthorized access to the Services or related systems or networks; (b) attempt to decipher, decompile, reverse engineer or otherwise discover any source code or any software programming making up the Services; or (c) to the extent Subscriber is subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (“HIPAA”) or its equivalent in the jurisdiction the Service are being used, use the Service to store or transmit any “protected health information” as defined by HIPAA or other regulated health data in the applicable jurisdiction, unless expressly agreed to otherwise in writing by Ko.
Ko Privacy Policy. The Ko Privacy Policy located at https://Ko.com/legal/privacy.html is incorporated herein by reference (“Privacy Policy”). The Privacy Policy provides information about your privacy rights and explains how Ko protects and handles your personal information. You agree to the terms of the Privacy Policy, including the transfer of information to other countries for storage, processing, and use, if applicable.
Proprietary Rights. The Service is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. All rights in the Service not expressly licensed under this Agreement are reserved to Ko. You may not reproduce, retransmit, disseminate, sell, publish, broadcast, circulate, rent, lease, sublicense, assign, or otherwise transfer any portion of the Service except as expressly authorized in this Agreement. No right to use any trademark or trade name of Ko is granted to You hereunder other than the right to display the Ko marks that are placed on the Service and any Ko messages when they are rendered in the Service, in which case such marks may not be altered or removed by You without written approval by Ko. Ko is free to use any comments, information, ideas, concepts, reviews or techniques or any other material contained in any communication you may send Us (“Feedback”), worldwide and in perpetuity without further compensation, acknowledgment or payment to You for any purpose whatsoever. In addition, You agree not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law.
Term, Cancellation and Termination.
1. The term of this Agreement begins on the Effective Date and will remain in effect as long as the Subscriber has a valid service agreement or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first.. Unless an account and subscription to a Service are terminated in accordance with this Agreement or the applicable service agreement, or unless otherwise stated in the applicable service agreement, (a) Subscriber’s subscription to a Service will renew for a subscription term equivalent in length to the then-expiring subscription term; and (b) the subscription charges applicable to any subsequent subscription term shall be Ko’s standard subscription charges for the applicable subscription plan at the time of such renewal.
2. Either Subscriber or Ko may elect to terminate an account and subscription to a Service at the end of the then-current subscription term by providing notice in accordance with this Agreement no less than thirty (30) days prior to the end of such subscription term.
3. Either Subscriber or Ko may terminate this Agreement for cause (a) upon written notice to the other of a material breach by the other party if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. However, Ko may immediately terminate this Agreement for cause without notice if provision of the Service violates applicable law, regulation or court order. Ko will refund any prepaid fees covering the remainder of the subscription term as of the effective date of termination if this Agreement is terminated by Subscriber in accordance with this Section for Ko’s uncured material breach. Subscriber must pay any unpaid fees covering the remainder of the subscription term pursuant to all applicable service agreement if Ko terminates this Agreement for Subscriber’s material breach in accordance with this Section. In no event will Ko’s termination for cause relieve Subscriber of its obligation to pay any fees payable to Ko for the period prior to termination.
4. Except for Subscriber’s termination under Section 11c, if Subscriber terminates its subscription to a Service or cancels its account prior to the end of the then-effective subscription term, or if Ko terminates or cancels Subscriber’s account pursuant to Section 11c, in addition to any other amounts Subscriber may owe Ko, Subscriber must immediately pay any and all unpaid subscription charges associated with the remainder of such subscription term.
5. Except for Subscriber’s termination rights under Section 11c, no refunds or credits for subscription charges or other fees or payments will be provided if Subscriber terminates a subscription to a Service or cancels its account prior to the end of a subscription term.
6. Upon Subscriber’s written request, Ko will make Service Data available to Subscriber for export or download for thirty (30) days after the effective date of termination, expiration or migration of the account. Thereafter, Ko will have no obligation to maintain or provide any Service Data and Ko will delete service data in accordance with its data deletion policy unless prohibited by law or legal order. “Service Data” is the data received by Ko from Subscriber as part of the Services.
Third-Party Content. The Service may display, include, make available or link to content, data, information, applications, websites or materials from third parties (“Third-Party Content”). Ko is not responsible for the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, efficiency, advertising, terms of use, privacy policy, practices, software code or any other aspect of the Third-Party Content. You are encouraged to read the terms of use and privacy policy of any third-party websites to which you connect when using the Service. Ko disclaims all liability arising from or relating to the Third-Party Content. Third-Party Content may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws. You may not use such proprietary content, information or materials in any way whatsoever except to use the Service for its intended purpose.
You agree to receive communications from Ko, including communications sent by phone, email, text message, or other means of communication. If you provided a phone number to Ko, you are required to notify Ko when you cease to own or control that number to help prevent Ko from sending communications to others who may acquire that number.
Ko warrants that during the applicable subscription term, this Agreement and the documentation setting forth the applicable administrative, physical and technical safeguards accurately describe the protection of the security, confidentiality and integrity of Service Data and the exclusive remedy for the breach of this warranty is set forth in Section 11 herein. Except for the express warranty set forth in this Section, the Services are provided to you as-is and at your own risk. KO DOES NOT PROMISE THAT THE SERVICE OR ANY FUNCTIONALITY THEREOF WILL BE ERROR-FREE OR UNINTERRRUPTED OR THAT YOUR USE OF THE SERVICE WILL PROVIDE SPECIFIC RESULTS. THE SERVICE IS PROVIDED BY KO “AS-IS” AND “AS-AVAILABLE” WITHOUT ANY OTHER WARRANTY OR REPRESENTATION OF ANY KIND. KO CANNOT ENSURE THAT THE SERVICE OR ANY FILES OR OTHER DATA YOU DOWNLOAD IN RELATION TO THE SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOUR USE OF THE SERVICE, AND THE RESULTS AND PERFORMANCE ACHIEVED USING THE SERVICE, IS AT YOUR OWN RISK. KO DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS, SUCH AS MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Ko makes no representation or endorsement about the function of the Services or any content available through the Services. Ko has no responsibility or liability to you arising from your use of the Services. Ko has no responsibility or liability to you arising from content provided by you or any other person, even if such content is untrue, harmful, damaging, offensive, inappropriate, fraudulent, tortious, unlawful, contrary to social norms, etc. Although Ko may make efforts to review or monitor content, you agree that you will not rely on this fact for any purpose. Ko has no responsibility or liability to you arising from hacking event, data breach, theft, misuse of information, conspiracy, racket, fraud, act of terrorism, misappropriation of information, technical malfunction, interruption of service, or similar event that may cause you to suffer damage, loss, or injury, including without limitation any damage to or loss of your personal property, data, operations, information, reputation, goodwill, profits, etc. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, KO WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR FOR INTANGIBLE LOSSES, ARISING FROM (a) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES; (b) FROM THE ACTS OR OMISSIONS OF ANY OTHER PERSON OR THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER PERSONS OR THIRD PARTIES; (c) ANY CONTENT OBTAINED FROM THE SERVICES; OR (d) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR COMMUNICATIONS THROUGH THE SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF KO ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF TWO HUNDRED U.S. DOLLARS (U.S. $200.00) OR THE AMOUNT YOU PAID KO, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND SHALL FURTHER APPLY WHETHER OR NOT KO HAS BEEN INFORMED OF THE POSSIBLITY OF ANY SUCH DAMAGES AND EVEN IF A REMEDY LAID OUT IN THESE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
Ko may from time to time, in its sole discretion, make updates, modifications, supplements or new versions of the Service or portions thereof available to You under this Agreement for the purpose of, among other things, distributing bug fixes, patches and feature improvements.
Collection and Use of Data. You acknowledge that the Service automatically collects information, data and statistics relating to your use of the Service, and compiles such information, data and statistics. Subject to the terms of the Privacy Policy, Ko reserves the right to use such information, data and statistics in the course of Ko’s business, and you hereby agree to Ko’s use.
Applicable law. The laws of the State of Texas, excluding its choice of law provisions, will govern these Terms and any Dispute that arises between you and Ko.
Dispute Resolution, Class Action Waiver, and Arbitration.
1. For purposes of this Agreement, the term “Dispute” will be given the broadest possible meaning allowable under applicable law and shall mean any claim, dispute, action, or other controversy between you and us concerning this Agreement, the subject matter of Your agreements with Ko, or any product, service or information We make available to You, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis, except for claims, disputes, and controversies relating to the enforcement or validity of our intellectual property rights. In the event of a Dispute, You or Ko must give the other party a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail to: Ko Center Co., 19531 Lockridge Dr., Spring Texas 77373. We will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address on file with Ko. You and Ko will attempt to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. We may choose to provide you with a final written settlement offer after receiving your Notice of Dispute (“Final Settlement Offer“). After sixty (60) days, either you or Ko may commence an arbitration proceeding to resolve the Dispute, as set forth below.
2. Binding Arbitration. If You and Ko do not resolve any Dispute by informal negotiation, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration under the Federal Arbitration Act, 9 U.S. Code section 1 et seq., and the provisions of this Section 21. The Dispute will be resolved by a neutral arbitrator whose decision will be final except where appeal is required by applicable law.
3. Class Action Waiver. To the maximum extent permitted under applicable law, any proceedings to resolve any Dispute in any forum will be conducted solely on an individual basis. Neither you nor Ko will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If this waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then it will not apply to those parts. Instead, those parts will be severed and will proceed in a court of law, with the remaining parts proceeding in arbitration.
4. Arbitration Procedure. Arbitration will be administered by the American Arbitration Association (the “AAA“) under its Commercial Arbitration Rules. An AAA Demand for Arbitration may be found on the AAA website located at: www.adr.org. Any in-person hearing in the arbitration will be held in your county of residence if you reside in the USA. Either You or Ko may request a telephonic or in-person hearing by following the AAA rules. In a Dispute involving Ten Thousand Dollars ($10,000.00) or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. You and Ko hereby agree to accord this arbitration agreement the broadest scope permissible under applicable law and that it shall be interpreted in a non-restrictive manner. The arbitrator may award the same relief to you individually as a court could award. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim. The arbitrator may award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress or pain and suffering, punitive damages, or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator and AAA. Although We may have a right to an award of attorneys’ fees and expenses if we prevail in arbitration, we will not seek such an award from you unless the arbitrator determines that your claim was frivolous. Within fifteen (15) calendar days after conclusion of the arbitration, the arbitrator shall issue a written award and, if requested by either party, a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Judgment on the award may be entered by any court of competent jurisdiction. The parties waive their right to commence any action or judicial proceeding in connection with a Dispute hereunder, except for purposes of: (i) recognition and/or enforcement of the arbitration award or any other decision by the arbitral tribunal; (ii) obliging the other party to participate in the arbitration proceedings; (iii) requesting any type of conservative or interim measure in connection with the Dispute prior to the constitution of the arbitral tribunal; (iv) requesting the appearance of witnesses and/or experts; and/or (v) requesting that any information and/or documentation discovery be complied with. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a Dispute were determined by litigation in court including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence. In the event of any conflict between the applicable arbitration rules and the terms of this arbitration provision, the terms of this arbitration provision will control.
5. Disputes to be Filed Within One Year. To the extent permitted by applicable law, arbitration of any Dispute must be initiated within one (1) year from the date the cause of action accrued. If a Dispute is not initiated within one (1) year, it will be permanently barred.
6. Equitable Relief. You agree that we would be irreparably damaged if the terms of this Agreement are not specifically enforced. Therefore, in addition to any other remedy that We may have at law, and notwithstanding our agreement to arbitrate Disputes, We will be entitled, without bond or other security, or proof of damages, to seek appropriate equitable remedies with respect to Your violation of this Agreement in any court of competent jurisdiction.
Other Agreements. This Agreement constitutes an individual consent by You to be bound by the terms of this Agreement and is the entire agreement between You and Ko with respect to the use of the Service, and any and all other written or oral agreements or understandings previously existing between You and Ko with respect to such use are hereby superseded and cancelled. This Agreement is not intended to supersede or replace any other agreements entered into with Ko by You or the Entity that expressly supersedes clickwrap terms. To the extent there are any conflicts or inconsistencies between this Agreement and any other agreement, policy or documentation, the following order of precedence will apply for resolving such conflicts or inconsistences: (i) any Agreement between Ko and You or the Entity that expressly supersedes clickwrap terms shall control; then (ii) this Agreement; and then (iii) any other agreements, policies, or documentation.
Void Where Prohibited. Although the Service is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Service are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Ko reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Service is void where prohibited. If you choose to access the Service from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
Federal Government End Use Provisions. If Subscriber is a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Product” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to the Subscriber with only those rights as provided under the terms and conditions of this Agreement.
If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement, so that this Agreement shall remain in full force and effect. Ko’s failure to insist on or enforce strict performance of this Agreement shall not be construed as a waiver by Ko of any provision or any right it has to enforce this Agreement, nor shall any course of conduct between Ko and you or any other party be deemed to modify any provision of this Agreement. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties. Ko may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions.

Last Updated: November 1, 2023.