Bot Developer Services and License Agreement
This Bot Developer Services and License Agreement (“Agreement”) governs (i) your use of the Services to develop and maintain applications and services (i.e. bots) that interoperate with, complement, or are hosted by Kore.ai, Inc.’s (“Kore.ai”, “we”, “us” or “our”) platform, and (ii) the provision of Developer Bots through the Bot Store.
READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING REGISTRATION OR OTHERWISE USING THE SERVICES. BY ACCEPTING THIS AGREEMENT THROUGH AN ORDER, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY OTHERWISE USING THE SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.

1. DEFINITIONS
   • “Additional Services” means any versions we designate as developer versions of the web-based applications, APIs, and platform we provide via that we currently make available to our developer community for no fee. Additional Services exclude Standard Services, Kore.ai Content, and Third Party (TP) Applications.
   • “API” means an application programming interface made available by Kore.ai to you under this Agreement (including all future updates thereto and releases thereof), which include those designed to facilitate Service Data transmissions to and/or from the Services and Developer Bot(s). Each API also includes the related documentation that is made available by Kore.ai to you under this Agreement.
   • “Bot Store” means the online directory of applications that interoperates with the Services, located at
   • “Confidential Information” means, in the case of information disclosed by Kore.ai to you, the Services, Service Data, any pricing or terms under Orders, and other information of value to its owner that is treated as confidential; and in the case of information disclosed by you to Kore.ai, Developer Data, and information regarding applications or other materials developed using the Services to the extent disclosed to us by the hosting of such applications. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party (the “Disclosing Party”), (ii) was known to the receiving party (the “Receiving Party”) prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
   • “Customer”means (a) any user (whether an entity or person) of the Bot Store or a Developer Bot or (b) any other person or entity other than an End User with whom you or your End Users interact with using the Service or through the Bot Store or your Developer Bot.
   • “Developer Bot” means a software application that you create using, or that interoperates with or is hosted by, the Services or that is distributed or made available through the Bot Store.
   • “Developer Data” means all electronic data or information submitted by you to the Services, but does not include Service Data.
   • “End User” means an individual who you have authorized to use the Services and who has been supplied a user identification and password by you or by us at your request. An End User may be, without limitation, your employee, consultant, contractor or agent, or a third party with which you transact business, or an employee or contractor of such a third party.
   • “Harmful Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
   • “Kore.ai Content” means the content, information, resources, data, documentation, code, tools, developer environments, and programs accessible via http://developer.kore.ai and/or https://bots.kore.com as well as Service Data.
   • “Order” means the documents used to purchase Additional Services, define the Services to be provided, set forth any applicable financial terms, and otherwise set forth additional terms between the parties in connection with this Agreement. Orders shall be deemed incorporated herein by reference.
   • “Publish” means the making of any Developer Bot available to any Customer in connection with the Services or Bot Store.
   • “Service Data”means data stored or transmitted on or through the Services or a Developer Bot by or on behalf of Kore.ai, a Customer, or any other person or entity other than you that specifically authorizes you to access and use such data in connection with your Developer Bots.
   • “Services” means Standard Services and Additional Services.
   • “Standard Services” means the standard edition, and any other versions we designate as standard versions, of the web-based applications, APIs, and platform we provide via http://developer.kore.ai and/or https://bots.kore.com , that we make generally available to our developer community at no charge, excluding tools and resources accessible outside the above described applications and platform and excluding Kore.ai Content and TP Application
   • “TP Applications” means web-based applications and offline software products that are provided by third parties, interoperate with or are hosted by the Services, and are identified as TP Applications, including but not limited to those listed on the Bot Store.
   • “You” or “your” means (a) the company or other legal entity for which you are accepting this Agreement, if any, and (b) you individually.
2. PROVISION AND USE OF SERVICES
   • Provision of Services

. Kore.ai shall make the Services available to you pursuant to this Agreement.

• Use of Kore.ai Content. You may use Kore.ai Content made available to you in connection with the Services hereunder, subject to this Agreement and any other terms applicable to the Kore.ai Content. In no event may you use any Kore.ai Content for any purpose unrelated to (a) the Services or (b) the provision of your Developer Bot in connection with the Bot Store.
• Service Data. Subject to the terms and conditions of this Agreement and payment of any corresponding fees (pursuant to an Order or otherwise), Kore.ai grants to you a non-exclusive, non-transferable, non-sublicensable, revocable right and license during the term of the Agreement to use, reproduce, distribute, and transmit Service Data made available to you (through an applicable API or otherwise) to the extent necessary to format and display it through the Developer Bots. Developer Bots shall not, in any manner, display any form of advertising within or connected to any Service Data received by any Customer. You shall not make any modifications to any Service Data other than as reasonably necessary to modify the formatting of such Service Data in order to display it in a manner appropriate for the applicable Developer Bot. To the extent your Developer Bots transmit Service Data outside the Services, you represent and warrant that you have notified all users of such Developer Bots that their Service Data will be transmitted outside the Services and that Kore.ai is not responsible for the privacy, security or integrity of such Service Data. You further represent and warrant that to the extent your Developer Bots store, process or transmit Service Data, neither you nor your Developer Bots will, without appropriate prior user consent or except to the extent required by applicable law, (a) modify the content of Service Data in a manner that adversely affects the integrity of Service Data; (b) disclose Service Data to any third party; or (c) use Service Data for any purpose other than providing the Developer Bot functionality to users of such Developer Bot. You shall maintain and handle all Service Data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of all Service Data and all applicable privacy laws and regulations, and in no event less protective than the measures and policies set forth in the Kore.ai privacy policy available at https://kore.com/privacy-policy/.
• Your Responsibilities. You shall (i) be responsible for End Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Developer Data and of the means by which you acquired Developer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with our guidelines and applicable laws and government regulations.
• Necessary Hardware. To use the Services, you must have a supported computer device, web browser and Internet connection.
• Restrictions

. You shall not (a) make the Services available to any person or entity other than End Users, (b) sell, resell, rent or lease the Services or Service Data, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or confidentiality rights, (d) use the Services to store or transmit Harmful Code, (e) interfere with or disrupt the integrity or performance of the Services, Service Data, or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks. Additionally, you may not, without our prior written consent, access or use the Services or Services Data for production purposes, if you are a direct competitor of Kore.ai, to monitor the availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes.

• Usage Limitations

. Services may be subject to other usage limitations, such as, for example, limits on data storage space.

• Changes. You acknowledge and agree that Kore.ai may modify this Agreement and the Services from time to time (a “Change”). You will be notified of a Change to this Agreement through notifications or posts at http://developer.kore.ai All other Changes shall be communicated through the Services, Kore.ai websites, or through direct communication from Kore.ai to you. Such Changes may be implemented at any time and without prior notice to you. If Changes require you to make any changes to Developer Bots, you shall make such changes within 30 days. You acknowledge that a Change may have an adverse effect on Developer Bots, and Kore.ai shall have no liability of any kind to you or any Customer or other user of your Developer Bots with respect thereto. Your continued access to or use of the Services or continuing to Publish the Developer Bots following the Changes shall constitute binding acceptance of the Changes.

3. Developer BotS
   • Rights Grant. You grant to Kore.ai a non-exclusive, worldwide, fully paid-up, royalty-free license, for as long as your Developer Bot(s) are Published to the Bot Store to: (a) market, sell and distribute such Developer Bots; (b) to permit others to access, install, purchase and (in the case of downloadable software applications) download such Developer Bots through such Bot Store; and (c) use, perform, host, and display such Developer Bots. You further grants to Kore.ai a nonexclusive, worldwide, fully paid-up, royalty-free license, for the term of this Agreement, to use your name, Developer Bot name(s), and associated logos (collectively, “Developer Marks”) solely to enable Kore.ai to exercise its rights and perform its obligations under this Agreement. Any use of Developer Marks shall be in accordance with your reasonable trademark usage policies if such policies are communicated to Kore.ai.
   • Conditions to Publication of Developer Bot. In order to Publish and maintain a Developer Bot on the Bot Store, you must (i) submit such Developer Bot to Kore.ai for approval and listing as a Developer Bot; (ii) maintain a relevant terms of service and privacy policy to govern a Customer’s use of the Developer Bot and (iii) provide ongoing commercially reasonable support to Customers and other users of the Developer Bot. You agree to include the following mandatory pass-through terms in the terms of service (“Developer ToS”) that govern use of your Developer Bots by Customers
     • You and the Customer must acknowledge that the Developer ToS is between you and the Customer only and not Kore.ai, and you are solely responsible for the Developer Bot and related content.
     • You must be solely responsible for providing any maintenance or support services with respect to the Developer Bot.
     • You must be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed.
     • The Developer ToS must provide that, to the maximum extent permitted by applicable law, Kore.ai will have no liability to the Customer.
     • You and the Customer must acknowledge that, in the event of any third party claim that the Developer Bot or the Customer’s possession and use of that Developer Bot infringes that third party’s intellectual property rights, you, not Kore.ai, will be solely responsible for the defense, settlement and discharge of any such claim.
     • The Customer must represent and warrant that (a) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
     • You and the Customer must acknowledge and agree that Kore.ai is a third party beneficiary of the Developer ToS, and that Kore.ai will have the right (and will be deemed to have accepted the right) to enforce the Developer ToS against the Customer as a third party beneficiary thereof.
   • Responsibility for Developer Bots. You acknowledge that you are solely responsible, and that Kore.ai has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Developer Bots. Without limiting the foregoing, except as otherwise expressly agreed by Kore.ai, you will be solely responsible for (i) the technical installation and operation of your Developer Bots; (ii) creating and displaying information and content on, through or within your Developer Bots; (iii) ensuring that your Developer Bots do not violate or infringe the intellectual property rights of any third party; (iv) ensuring that Developer Bots are not offensive, profane, obscene, libelous or otherwise illegal; (v) ensuring that Developer Bots do not contain or introduce Harmful Code into the Services, any Service Data, or other data stored or transmitted using the Service; and (vi) ensuring that your Developer Bots are not designed to or utilized for the purpose of spamming Kore.ai, Customers, or any other person or entity.
   • Developer Bot Warranties. You represent and warrant that (a) your Developer Bots and Developer Marks, the use of such Developer Bots by Customers and other users, and the activities with respect to such Developer Bots and Developer Marks undertaken by Kore.ai in accordance with the terms of this Agreement, do not and will not misappropriate or infringe upon the intellectual property rights of any third party; (b) you will comply with all applicable laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement and Publish your Developer Bots; (c) your Developer Bots do not and will not contain or introduce into the Service, any Service Data, or other data stored or transmitted using the Services, any Harmful Code; (d) your Developer Bots are not designed to or utilized for the purpose of spamming Kore.ai, Customers, or other persons or entities; and (e) you have all right, power and authority to grant the licenses granted to Kore.ai herein.
4. THIRD-PARTY PROVIDERS
   • Your Acquisition of Third-Party Products and Services

. We may offer TP Applications in connection with the Services. Any other acquisition by you of third-party products or services, including TP Applications and implementation, customization and other consulting services, and any exchange of data between you and any third-party provider, are solely between you and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by us as “certified” or otherwise, except as specified in an Order. You shall be responsible for obtaining all rights from third-party providers and, to the extent necessary or appropriate, authenticating all use of third-party products and services. You shall indemnify, defend, and hold Kore.ai harmless from all access to or use of third-party products and services by you.

• TP Applications and Developer Data

. If you install or enable TP Applications for use with the Services, you acknowledge that providers of those TP Applications may access Developer Data as required for the interoperation of such TP Applications with the Services. We are not responsible for any disclosure, modification or deletion of Developer Data resulting from any such access by TP Application providers.

• Service Features that Integrate with Third-Party Services

. The Services may contain features that interoperate with third-party services. Such features depend on those third-party providers making their services, including their APIs where applicable, available for the Services. If any of those third-party service providers ceases to make its services or APIs available on reasonable terms for the Services, we may cease providing the corresponding features without notice nor entitling you to any refund, credit, or other compensation.

5. CONFIDENTIALITY
   • Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement by protecting the Confidential Information of the Disclosing Party in the same manner it protects the confidentiality of its own confidential information, but in no event less than reasonable care, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents who have a need to know for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
   • Compelled Disclosure

. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party does not contest the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

6. PROPRIETARY RIGHTS
   • Reservation of Rights

. Subject to the limited rights expressly granted hereunder, Kore.ai reserves all rights, title and interest in and to the Services, Service Data, and Bot Store, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

• Restrictions

. You shall not (i) permit any third party to access the Services or Service Data except as permitted herein or in an Order, (ii) create derivate works based on the Services or Service Data, (iii) reverse engineer the Services, (iv) copy, frame or mirror any part or content of the Services or Service Data, other than copying or framing on your own intranets or otherwise for your own internal business purposes, or (v) access the Services or Service Data in order to build a competitive product or service or copy any features, functions or graphics of the Services.

• Developer Bots

. You authorize us to host, copy, transmit, display and adapt Developer Bots to provide the Services, Publish the Developer Bot, or otherwise use in accordance with this Agreement. Subject to the above and subject to Kore.ai’s rights in the Services, Service Data, and Bot Store, we acquire no right, title or interest from you or your licensors under this Agreement in or to Developer Bots created by you, any End User, or a third party on behalf of you, including any intellectual property rights therein.

• Developer Data

. You grant to Kore.ai a non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, royalty-free right and license to copy, market, sell, display, prepare derivative works of, and otherwise use Developer Data for the purpose of providing the Services, improving our products and services, and for any other lawful purpose. Subject to the limited rights granted by you hereunder, we acquire no right, title or interest from you or your licensors under this Agreement in or to Developer Data, including any intellectual property rights therein.

• Feedback

.  You may from time to time identify problems, solutions, provide suggestions, comments or other feedback related to the Services or Bot Store (“Feedback”) to Kore.ai.  You acknowledge and agree that all Feedback is and shall be given entirely voluntarily, and Kore.ai shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from Kore.ai under any circumstances relating to such Feedback.

• Competitive Applications

. Subject to our and your respective rights and obligations under this Agreement, each party may develop and make available products and services that are similar to or otherwise compete with the other party’s products and services, provided that your Developer Bots shall not substantially replicate products or services offered by Kore.ai.

• Federal Government End Use Provisions

. If applicable, we provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

7. TERM AND TERMINATION
   • Term of Agreement

. This Agreement commences on the date you accept it and, unless earlier terminated as set forth herein, continues for consecutive one (1) year terms.

• Termination

. Either party may terminate this Agreement upon 60 days’ advance written notice to the other party. Additionally, we may terminate upon 7 days’ written notice to you of a material breach of this Agreement if such breach remains uncured at the expiration of such period.

• Loss of Applications and Materials

. UPON ANY TERMINATION OF THIS AGREEMENT, ALL DEVELOPER BOTS AND OTHER MATERIALS DEVELOPED BY YOU, A THIRD PARTY ON BEHALF OF YOU OR YOUR END USER USING THE SERVICES AND HOSTED ON OUR PLATFORM MAY BE PERMANENTLY LOST.

• Surviving Provisions

. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of this Agreement shall survive any termination or expiration of this Agreement.

8. LIMITED WARRANTIES AND DISCLAIMERS
   • Limited Warranties. Each party represents and warrants that

: (i) it has the legal power to enter into this Agreement; and (ii) it will not transmit to the other party any Harmful Code; provided, however, Kore.ai will not be deemed to breach this warranty to the extent you or an End User upload into the Services a file containing Harmful Code and later download that file.

• Disclaimer

. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. INDEMNIFICATION

You shall indemnify and hold us harmless against any claim, demand, suit, or proceeding (“Claim”) made or brought against us and any resulting damages, losses, costs (including for reasonable attorney’s fees incurred by) related to such Claim arising out of or related to: (i) a third party alleging that Developer Data, Developer Bots, or other materials developed by you, a third party on behalf of you, or your End User infringe or misappropriate the intellectual property rights of a third party or violate applicable law; (ii) any breach of an obligation, representation, warranty, covenant or other provision of this Agreement by you or any matter which you have expressly agreed to be responsible pursuant to this Agreement; (iii) any Claim brought against us by a Customer relating to you or your Developer Bot; or (iv) any Claim brought in connection with your access or use of any TP Application.

10. LIMITATION OF LIABILITY
    • Limitation of Liability

. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDLING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE GREATER OF (I) $100 OR (II) THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.

• Exclusion of Consequential and Related Damages

. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Pricing; Fees.
    • You have established the prices for subscriptions, upgrades, and other applicable use charges for each Developer Bot to be distributed through the Bot Store. Upon your direction, from time to time, we shall be authorized to discount, on your behalf, your stated price to the extent expressly directed by you.
    • Fees. All applicable fees and charges, if any, shall be set forth on the applicable Order. If you submit a Developer Bot with respect to which a Customer pays you or Kore.ai for a right to access, deploy, or otherwise use such Developer Bot (each a “Paid Developer Bot”), Kore.ai may list the Paid Developer Bot on the Bot Store and charge Customer to purchase the Paid Developer Bot. Fees from the sale of your Paid Developer Bot (“Subscription Fees”) shall be charged and collected by Kore.ai. Your share of fees will be paid to you within 45 days of the end of the calendar quarter during which they were collected by Kore.ai, subject to any amounts offset to cover refunds or other credits against your share of the fees.
    • Customer Refunds. You acknowledge and agree that Kore.ai may, at its sole discretion, initiate a refund related to any Subscription Fee paid by a Customer in connection with a Customer’s purchase of a Paid Developer Bot should Kore.ai determine such a refund is appropriate. If the corresponding Subscription Fee was collected by you, any such refund shall be your exclusive financial responsibility.
    • Services Fees

. You shall pay all fees specified in all Orders hereunder, whether for Services or otherwise (“Services Fees”). Except as otherwise specified herein or in an Order, (i) Services Fees are quoted and payable in United States dollars, (ii) Services Fees are based on Services purchased and not actual usage, and (iii) payment obligations are non-cancelable and fees paid are nonrefundable.

• Changes. Kore.ai reserves the right to adjust the Services Fees. Any changes to the Services Fees will be effective 30 days after written notice of such change is given by Kore.ai to you.
• Invoicing and Payment

. You will provide us with valid and updated credit card information, or provide us payment after receiving an invoice in accordance with this Section 11. If you provide credit card information to us, you authorize us to charge such credit card for all Services listed in the Order. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. If the Order specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Order. Unless otherwise stated in the Order, invoiced charges are due 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information with us.

• Overdue Payments

. If any charges are not received from you by the due date (except charges then under reasonable and good faith dispute), then at our discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If any payment owed by you under this or any other agreement for Services is 30 or more days overdue (except charges then under reasonable and good faith dispute), we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.

• Taxes

. Unless otherwise stated, Services Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder.

• Billing Audit. During the term of the Agreement and thereafter for as long as there are fees payable hereunder, you shall make available, upon written request by Kore.ai, the contract, and books, documents and records necessary to certify the nature and extent of any payments made by you to us hereunder. Kore.ai shall provide reasonable, prior written notice to you of its intent to review such records, and any such review shall occur at an address and time mutually agreed to by the parties during business hours. Such audits may not be performed more than once every twelve (12) month period.

12. GENERAL PROVISIONS
    • Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to you shall be addressed to the system administrator designated by you for your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by you.
    • Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the state of Florida, without reference to its choice of law rules. Subject to the arbitration provisions below, exclusive venue for any action arising out of or in connection with this Agreement shall be in Orlando, Florida. The parties each hereby consent to the jurisdiction and venue in Orlando, Florida and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that Kore.ai shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction.
    • Dispute Resolution. Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.
    • Limited Time to Bring Claim. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred.
    • Attorney Fees. You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any unpaid fees or charges due under this Agreement.
    • Export Compliance

. The Services may be subject to export control restrictions of the United States, the European Union, Canada or other jurisdictions. By using the Services, you represent and warrant that (i) you are not located in any country, or exporting the Service to any person or place, to which the United States, the European Union, or any other jurisdiction has embargoed goods or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to Services any content, data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The assurances and commitments in this Section shall survive termination of this Agreement.

• Relationship of the Parties

. The parties are independent contractors. No partnership, joint venture, employer-employee or franchise relationship is created by this Agreement.

• No Third-Party Beneficiaries

. There shall exist no right of any person, other than you and Kore.ai, to claim a beneficial interest in this Agreement or any rights occurring by virtue of this Agreement.

• Waiver and Cumulative Remedies

. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

• Severability

. If any portion of this Agreement is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of this Agreement will otherwise remain in full force and effect.

• Assignment

. You may not assign your rights or obligations under this Agreement without the prior written consent of Kore.ai, which may be withheld in Kore.ai’ sole discretion.

• Entire Agreement

. This Agreement, including all exhibits and addenda hereto and all Orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order, the terms of such exhibit, addendum or Order shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in your purchase order or other order documentation (excluding Orders) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.