Terms of Service

1.01 Parties and Agreement. These Terms of Service, as amended from time to time, (these "Terms") constitute a legally binding agreement between Koloxo West Africa Ltd and its affiliated companies and subsidiaries worldwide (the "us", "our", "we", "Company", "AI92" or "Koloxo West Africa") and the user accepting these Terms (the "Customer"). These Terms govern the manner in which the Customer and its Users (as defined below) may use and access the Company's generative marketing building platform available via the Company's website at https://www.ai92.ai and any other services that made available through the Platform (the "Platform" and "Website" respectively), which is provided on a Software-as-a-Service subscription-based model. Use of the Platform by the Customer constitutes acceptance of these Terms. If a User accepts the Terms on behalf of another entity, it must have the authority to accept these Terms on its behalf.

1.02 Incorporated Documents. The Website or Customer's use of the Platform may be subject to additional guidelines, terms, or rules, which will be posted on the Website or may be viewed via the Platform, including, without limitation, Company's Pricing page setting its different subscription plans at https://www.ai92.ai our Privacy Policy available at https://www.ai92.ai/privacy-policy ("Privacy Policy"), our Responsible Use Policy ("RUP") available at https://www.ai92.ai/copyright-policy as the Company may amend from time to time. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

1.03 Dispute Resolution Notice. NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER (SECTION 19.00) THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AS PROVIDED IN SECTION 19.05.

2.01 Right to Use. Subject to Customer's compliance with the terms and conditions contained in these Terms, Company, during the relevant Subscription Term (as defined below), hereby grants Customer and, if applicable, its Users, a limited, non-exclusive, non-transferable right to access and use the Platform in accordance with the applicable documentation and user guides ("Company Documents") and in each case solely for Customer's internal business use and not to provide the services to any other person or entity.

2.02 Modification or Discontinuation of the Platform. The Company may change or update the Platform and Website (and any services provided therein) at any time, including, without limitation, the availability of any feature, content or database, and may impose limitations or restrictions on certain features and services or discontinue any or all parts of the Platform or Website with or without notice.

2.03 Use and Credit Limits. Customer's use of the Platform may be subject to usage limits, including a maximum number of Users (as defined below) and maximum number of messages and integration credits, depending on Customer's selected Subscription plan on the Pricing page or Order Form. Company may change such limitations from time to time by notification or an update to the Pricing page. Exceeding the limitations may incur excess charges which will be added to Customer's Fees, provided that Customer may also elect to pre-purchase additional credits from the Company at the rates determined by Company from time to time.

2.04 Trial Service; Pre-Released Services. The Company may offer, from time to time, some or all of its services on free trial versions ("Trial Service"). The Company reserves the right to modify, cancel and/or limit each Trial Service at any time and without liability. In addition, the Company may offer, from time to time, certain services in an alpha or beta versions (the "Pre-Released Services") and will use reasonable effort to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated more than usual.

2.05 Governing Terms of Trial Services and Pre-released Services. The Trial Services and Pre-Released Services are governed by these Terms, without derogating from the general disclaimers and limitations set forth herein, the following shall also apply specifically with respect to such services:

(i) TRIAL SERVICES AND PRE-RELEASEED SERVICES ARE MADE AVAILABLE HEREUNDER ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND; AND

(ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, EXCEED US $100. The Company makes no promises that any Trial Service and/or Pre-Released Services will be made available to the Customer and/or generally available.

2.A.01 The API Services. AI92 also operates a credit-metered REST API (the API Services or the AI92 API) which exposes AI92's eight functional capabilities - Contact Finder, Promote, SEO, Markets, Build Campaign, Cloud Services, Manage Reviews, and Who-Is-Searching - to external developers and integrators. The API Services operate at api.ai92.ai; sandbox traffic runs against the same host using sandbox API keys, as described in Section 5.A.

2.A.02 Documentation. The complete and currently accurate description of the API Services, including the endpoint reference, request and response schemas, authentication mechanisms, rate limits, and credit costs, is published at ai92.ai/docs. The documentation is part of these Terms by reference. AI92 may update the documentation from time to time; non-breaking updates take effect on publication and breaking changes follow the deprecation policy applicable to the Platform.

2.A.03 Access. You access the API Services by issuing authenticated HTTP requests against the endpoints documented at ai92.ai/docs. Authentication is via API key (for direct use), via OAuth 2.1 (for third-party applications acting on your behalf), or via any successor authentication mechanism AI92 may adopt and document. Each successful request consumes a defined quantity of credits from your balance, as published in the Credit Price List at ai92.ai/api-pricing.

3.01 Users and Accounts. In order to use the Platform, Customer must register and create an account (an "Account"), for each user authorized and designated by the Customer as a user of the Platform under Customer's account (each, a "User"). Users must be at least sixteen (16) years old, or eighteen (18) years old if you are an individual within the European Union (EU), or the minimum age required in Customer's jurisdiction to use or consent to use the Platform. Customer is responsible for providing the Company with accurate, complete, and updated registration information for each User. Customer shall: (a) not allow anyone other than Users to access and use the Account; (b) not register an Account via automated means; (c) keep, and ensure that Users keep all Account credentials and access measures secure at all times; (d) ensure that the login details for each User may only be used by that User, and that multiple individuals may not share the same login details; and (e) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of Customer's Account.

3.02 Cooperation. Customer shall provide Company with all reasonable cooperation in relation to these Terms, and shall comply in a timely and efficient manner, and be responsible and liable for the Users' compliance with these Terms, and all applicable laws and regulations.

3.03 Customer Infrastructure. Customer is solely responsible for obtaining, maintaining and operating Customer's (and ensuring its Users maintain and operate) all applications, accounts, third-party services, integrations, cloud environments, development and runtime environments, credentials, security controls, and internet connectivity necessary to access and use the Platform and to deploy, configure, secure, and operate any applications, workflows, or other Generated Output created with the Platform. Customer is also responsible for its own data backups and for the security and compliance of any Customer-managed environments in which the Generated Output is hosted or used.

3.04 Responsibility for Users and Accounts. Customer is responsible for all acts or omissions of Users, their use of the Platform, Website and Generated Output and their compliance with these Terms. The Company shall not have any liability towards Users, and the Customer is solely responsible for responding to any claims, requests and demands by the Users or any other third party related to the Customer.

3.05 SSO Registration. Customer may be provided with the ability to register an Account by logging into its account with certain third-party service accounts ("SSO") including, but not limited to Google (each such account, an "SSO Account"), by either: (i) providing Customer's SSO Account login information to the Company through the Platform; or (ii) allowing the Company to access the SSO Account, as permitted under the applicable terms and conditions that govern Customer's use of the SSO Account. By registering an Account through an SSO, Customer represent that it is entitled to disclose Customer's SSO Account login information to the Company and/or grant the Company access to the SSO Account, without breach by Customer of any of the terms and conditions governing Customer's use of the SSO Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by the SSO service provider.

3.A.01 API Keys. You may issue one or more API keys for the API Services through your customer dashboard at app.ai92.ai/my-api/keys. API keys are bearer credentials and grant any holder the same access as the account itself. You are responsible for revoking compromised keys promptly. AI92 will not contact you to verify ownership before honouring an API key request; do not share keys outside your organisation and rotate them on a schedule appropriate to your security posture.

3.A.02 OAuth Applications. You may register OAuth 2.1 applications for use of the API Services on behalf of your end users. By registering an OAuth application, you agree that (a) you accurately describe the application's identity, purpose, and data uses to your end users in a privacy notice that complies with applicable law in the jurisdictions where your end users reside; (b) you obtain the consent of each end user before requesting an OAuth token in their name; (c) you handle access tokens and refresh tokens issued to you with no less than the standard of care set forth in these Terms; and (d) you do not request scopes broader than necessary for the application's stated purpose.

3.A.03 Suspension. AI92 may revoke individual OAuth tokens, suspend an OAuth application, or revoke an application's registration at any time on reasonable grounds, including without limitation suspected abuse, violation of the Restricted Use section, or compulsion by law-enforcement or judicial authority. AI92 may publish a list of suspended or revoked OAuth applications and notify the affected end users when AI92 reasonably believes such notice is appropriate to protect those users.

4.01 Generative AI Foundation. Customer acknowledges that the Platform and its core services rely upon GPU-enabled data centres and advanced AI Services, the nature of which may result in output that is unpredictable, non-unique, or contains errors, omissions, or "hallucinations."

4.02 Multi-Cloud and Geopolitical Constraints. The Platform utilizes a heterogeneous Multi-Cloud Hub-and-Spoke architecture distributed across multiple global endpoints (including "HUB Servers" and "N Servers"). Customer acknowledges that:

4.02.1 Regional Processing. The Platform processes Customer Data across multiple regions using established, vetted cloud providers. AI92 does not operate infrastructure in, or route Customer Data through, China- or Russia-based cloud providers, and makes no representation of data-sovereignty compliance for those jurisdictions.

4.02.2 Cross-Border Processing. Because the Platform operates across multiple countries, Customer Data may be processed outside the Customer's country of residence. AI92 applies appropriate transfer safeguards, such as the Standard Contractual Clauses and encryption in transit and at rest, as described in the Privacy Policy and the Data Processing Addendum.

4.03 Data Analytics and Consistency. The Platform is governed by an Extract, Transform, Load (ETL) pipeline and centralized Analytics Warehouse which establishes a verifiable Single Source of Truth (SSOT) for consolidated marketing data. Customer accepts that transactional data from regional nodes may undergo processing and transformation before appearing in the centralized SSOT.

5.01 Customer Data Definition. While using the Platform, Customer and/or its Users may upload or transfer data, information or other materials to the Platform to be processed by the Platform on the Customer's behalf, including Input Data (as defined in Section 7.01) (collectively, the "Customer Data").

5.02 Ownership of Customer Data (Revised). As between the Customer and the Company, all rights, title, and interest in and to the Customer Data shall remain solely with the Customer.

5.03 License to Customer Data (Revised). Customer hereby grants the Company and Third-Party Service Providers involved in the provision of the Platform hereunder an irrevocable, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, modify, translate, process, copy, download, store, distribute, display, publish and prepare derivative works of the Customer Data during the Subscription Term, for the purpose of: (a) maintaining and providing the Platform and the services pursuant to the Terms (including the creation of Generated Output); (b) enforcing Company's rights and obligations under these Terms; (c) satisfying any requirement under applicable law, regulation, legal process, subpoena or governmental request; and (d) testing, training, developing, and improving the Platform, Company's models, and related AI Services.

5.04 Responsibility for Customer Data. Customer represents and warrants that (i) it owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the right and license under Section 5.03 and share the Customer Data and Input Data with the Platform, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary of any third party; (ii) any Customer Data and Customer's use of the Platform do not and will not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data; and (iii) no sensitive data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be shared with the Platform, other than if expressly agreed by the Company in prior writing and the appropriate agreement in place. It is hereby clarified that the Company is not obliged to monitor and/or moderate the Customer Data, but may elect to do so in its sole discretion.

5.05 Data Classification and Flow. Customer acknowledges that Customer Data is subject to internal classification, including as Long-Term Data Base (LTD) (data suitable for historical context and aggregation, such as campaign results) and On The Move (OTM) data base (highly dynamic, real-time information, such as item prices). The Company may store, process, and retain LTD and OTM data according to the operational requirements of the Platform's architecture and the requirements of Section 5.03.

5.06 Data Synchronization Auditing. Customer consents to the Company utilizing a specialized LTD Record Server mechanism (functioning as a sophisticated, non-repudiable audit trail) to log all cross-border synchronization events involving Customer Data (LTD). This audit mechanism is necessary for the Company to maintain compliance with data residency and transfer protocols across varied global jurisdictions.

6.01 Company Intellectual Property. As between the Company and the Customer, all right, title and interest in the Platform, Website and Company Documents, including without limitation, any services, content, materials, software, know-how, data files, documentation, code, SDK, API, design, text, media, methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any updates, new versions, modifications, improvements, developments or derivatives thereof (other than Generated Output), are the sole property of the Company and its licensors.

7.01 Input Data. "Input Data" means the prompts or Customer Data which Customer shares with the Platform for the purposes of generating the Generated Output.

7.02 Generated Output (Revised). "Generated Output" means the marketing plan or any results of the outputs generated by AI92, including contact research results and campaign deliverables.

7.03 Ownership and License to Generated Output (Revised). Subject to the Company's ownership as described above in Section 6.01, all rights, title, and interest in and to the Generated Output shall remain with the Company. The Company hereby grants the Customer a limited, non-exclusive, worldwide, royalty-free, fully paid, perpetual, and non-sublicensable (except to its end-customers) license to use, reproduce, modify, display, and perform the Generated Output solely in connection with Customer's internal business operations. Customer acknowledges and agrees that due to the nature of machine learning and artificial intelligence, Generated Output may not be unique and other users of the Platform may receive the same or similar output, and the Company provides no representation or warranty as to the originality or non-infringement of such rights. For clarity, the Platform's Input Data is processed by the AI sub-processors named in the Privacy Policy under contractual terms that prohibit such sub-processors from using Input Data to train their general-purpose foundation models.

Customer and its Users may not, and may not permit or aid others to:

(i) use the Platform, Website, Generated Output or Company Documents or in contravention with the RUP, as amended by the Company from time to time;

(ii) other than as set forth in the Sections (entitled Generated Output & Input Data), copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Platform, Website and Company Documents;

(iii) other than as set forth in the Section entitled ("Generated Output & Input Data"), give, publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under these Terms to any third party, or use the Platform in any service bureau arrangement;

(iv) reverse engineer, de-compile, decrypt, revise or disassemble the Platform, or any part thereof, or extract source code from the object code of the Platform;

(v) access or use the Platform, Generated Output and Company Documents in order to build, train or improve a competing product or service

(vi) use the Platform for benchmarking purposes without Company's express prior written approval;

(vii) bypass any measures the Company may use to prevent or restrict access to the Platform or Website, including the creation of multiple free accounts, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Platform and Website;

(viii) access the Platform or Company's systems or environment via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise;

(ix) use the Platform, Website or Company Documents in any manner that infringes, misappropriates or violates anyone's rights or in a manner that is not authorized by these Terms;

(x) take any action that imposes or may impose an unreasonable or disproportionately large load on Company's (or Company's Third-Party Service) infrastructure;

(xi) interfere or attempt to interfere with the integrity or proper working of the Platform, including, without limitation, uploading malicious code or content or knowingly imposing large load on the Platform;

(xii) remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform;

(xiii) use the Platform, Website or Generated Output to send unsolicited or unauthorized communications;

(xiv) use the Platform or Generated Output in connection with any high-risk, hazardous environments requiring fail-safe performance or other safety component, including, without limitation (a) aviation, (b) vehicles, (c) marine equipment, (d) rail systems, (e) motor vehicles, (f) security, (g) critical infrastructure, (h) health services, (i) nuclear facilities, (j) weapon systems, or any other application in which the failure of the Platform or Generated Output could lead to severe damage to a person's body, property or to severe financial or economic damage; or

(xv) use the Platform and Generated Content to provide any service or product requiring a license or permit (such as providing legal or medical advice), without such license, permit or a valid exemption.

8.17 AI Output disclaimers. Certain capabilities of the API Services use machine-learning models to generate text, content, recommendations, or signals (collectively, AI Output). AI Output may be inaccurate, incomplete, biased, or otherwise unsuitable for any particular purpose. You are solely responsible for reviewing AI Output before relying on it, distributing it, or using it as the basis for any decision, including any decision that affects a third party. AI92 makes no warranty that AI Output is accurate, current, complete, or fit for any particular purpose.

5.A.01 The sandbox environment. AI92 provides a separate sandbox environment, accessed with sandbox API keys (prefix ai92_test_) on the same API host; sandbox responses are marked with the x-ai92-sandbox response header. The sandbox environment is intended for development, testing, and integration verification.

5.A.02 What the sandbox does and does not do. The sandbox environment (a) returns deterministic, non-production fixture responses; (b) does not call third-party providers and does not generate real-world side effects (no e-mails are sent, no Google Business Profile updates are made, no Stripe charges occur); (c) does not consume credits; (d) is not subject to the Service Levels in Section 5.B; and (e) may be modified, throttled, suspended, or removed by AI92 at any time without notice.

5.A.03 No reliance. Sandbox responses are deterministic fixtures and must not be relied on for production decision-making. AI92 disclaims all liability for losses arising from your reliance on sandbox data as if it were production data.

5.A.04 The demo key. The shared demo API key prefixed with 'ai92_test_demo_' embedded in AI92's documentation playground is non-transferable and may be revoked or rotated by AI92 at any time.

5.B.01 Uptime commitment. AI92 commits that the production endpoints of the API Services (those operating at api.ai92.ai) will achieve no less than ninety-nine point five percent (99.5%) monthly uptime, measured as the percentage of one-minute windows in the relevant calendar month during which the Service's public health-check endpoint returns a 2xx response. The sandbox environment, the documentation site, and any beta or preview capabilities are not subject to this commitment.

5.B.02 Service credits. If monthly uptime falls below the commitment in 5.B.01, you are entitled to a service credit applied to your next billing cycle, calculated as follows:

5.B.03 Exclusive remedy. The service credits in 5.B.02 are your sole and exclusive remedy for any failure of AI92 to meet the uptime commitment. AI92 has no cash-refund obligation, no liability for consequential or indirect damages arising from downtime, and no obligation to extend any subscription period.

5.B.04 Exclusions. The uptime commitment does not apply to downtime caused by (a) scheduled maintenance announced at least seventy-two (72) hours in advance via status.ai92.ai; (b) force-majeure events; (c) failures of third-party providers outside AI92's reasonable control; (d) actions by you, your end users, or others using credentials issued to you; (e) denial-of-service attacks or other malicious traffic; or (f) compliance with binding orders from governmental or judicial authorities.

5.B.05 Status reporting. AI92 publishes Service status at status.ai92.ai. This status page is the authoritative record of incidents for the purpose of calculating monthly uptime.

5.B.06 Credit claim process. To claim a service credit, you must submit a written claim to [email protected] within thirty (30) days of the affected month's end. Late claims are waived.

9.01 Anonymous Information. The Company may collect, monitor and freely use Anonymous Information (as defined below), inter alia to provide, develop, maintain, improve, demonstrate and market the Platform, Website and other products and services. "Anonymous Information" means information about the use of the Platform which does not enable identification of an individual, such as aggregated data, metadata and analytic information.

9.02 Feedback. Customer may notify the Company of any and all design or functional errors, anomalies, and problems associated with the Platform discovered or brought to its attention by its Users, and may provide the Company suggestions, comments or any other feedback regarding the Platform (the "Feedback"). The Company may use the Feedback at its sole discretion and for any purpose, and Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback and any intellectual property rights related thereto. Where the foregoing assignment is prohibited by law, Customer hereby grants Company an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. Customer understands and agrees, however, that Company is not obligated to use, display, reproduce, or distribute any ideas, know-how, concepts, or techniques contained in the Feedback, and Customer has no right to compel such use, display, reproduction, or distribution. To the extent provided, Feedback is not considered Customer Data or Confidential Information.

10.01 Privacy. Customer acknowledges and agrees that the use of the Website and Platform by the Customer and its Users is governed by the Company's Privacy Policy as amended from time to time. If Company processes personal data (as defined under applicable law), to the extent required by law or agreed upon between Customer and the Company, the parties will enter into the Data Processing Agreement (DPA) regarding such personal data, shall apply.

10.02 Copyright Infringement. If you believe your copyright or other intellectual property right is being infringed by a user of the Platform, please provide written notice to our agent for notice of claims of infringement: Email: [email protected]. The notice must contain sufficient information to enable us to locate and verify the existence of the alleged infringement and to contact you (including postal address, telephone number, and e-mail address); contain a statement that you have a good faith belief that the disputed use is not authorized; contain a statement that the information in the notice is accurate; and contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner. Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern.

11.01 Third-Party Products and Services. The Platform, Website and any Generated Output may integrate with, and contain or link to, third-party software, products, "open source" or "Free Software" components or other services, and may enable Customer and its Users to access, engage and procure certain software, components, source code, services and products provided by third parties, including by way of API or SDK (the "Third-Party Services"). Customer acknowledges and agrees that regardless of the manner in which such Third-Party Services may be presented or offered to Customer or its Users, each such Third-Party Service shall be subject to their own licenses, policies and terms and conditions (the "Third-Party Terms") and the Company does not endorse any such Third-Party Services, nor shall it be in any way responsible or liable with respect to any such Third-Party Services (including AI Models) or Third-Party Terms, as amended or replaced from time to time. The Company's inclusion of a Third-Party Service or website or linking to such does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by the Company, or by such Third-Party Service provider of the Company, and nor any affiliation between them. The Company may replace Third-Party Services at its discretion.

11.02 Generative AI Services. Without detracting from the foregoing, the Platform enables the receipt of services powered by third-party generative artificial intelligence and large language models ("AI Services"). Customer acknowledge that the AI Services and their respective Third-Party Terms are outside the Company's control, but their operation may impact the use, quality and reliability of the Platform and Generated Output. Without limiting the foregoing, Customer understands that the responses provided by AI Services may contain errors and omissions or "hallucinate". It is Customer's sole responsibility to verify the accuracy and relevancy of any of the AI Services' responses.

11.B.01 Scope of this section. This Section applies to any functionality that requires Customer to connect a third-party social media, content-sharing, or advertising platform account (each a 'Connected Platform') to the Platform via OAuth or a similar authorization mechanism. Connected Platforms currently include, without limitation, Facebook, Instagram, Threads, LinkedIn, TikTok, Pinterest, Snapchat, Reddit, YouTube, Google Ads and Google Business Profile.

11.B.02 Authorization grant. By initiating an OAuth flow and completing the consent screen for a Connected Platform, Customer authorizes the Company to access, read, write, publish, schedule, delete and analyze content and metadata on Customer's behalf on that Connected Platform, strictly within the scopes shown to Customer on the consent screen. Customer warrants that it has full authority over each Connected Platform account that it connects, including authority granted by the account owner if that owner is an entity other than Customer (for example, when Customer is an agency acting on behalf of a Company Page owner).

11.B.03 Customer obligations. Customer shall (i) comply at all times with the terms of service, developer policies, community guidelines and privacy policies of each Connected Platform, (ii) refrain from using the Platform to circumvent any rate limit, scope restriction or enforcement measure imposed by a Connected Platform, (iii) promptly remove or correct any content that a Connected Platform notifies AI92 is in violation of that platform's policies, and (iv) maintain an up-to-date, accurate, and publicly accessible privacy policy covering Customer's own processing of data that Customer collects or publishes through the Platform.

11.B.04 Platform compliance incorporated by reference. Without limiting Section 11.B.03, by using the Connected Platform functionality Customer specifically agrees that (a) Meta Platform Terms, Meta Developer Policies, Instagram Branded Content Policies and Threads Supplemental Policies apply to any activity involving Meta properties; (b) Google API Services User Data Policy (including Limited Use requirements) and YouTube API Services Terms of Service apply to any activity involving YouTube and Google Ads; (c) LinkedIn API Terms of Use and LinkedIn Professional Community Policies apply to any activity involving LinkedIn; (d) the applicable developer and privacy terms of TikTok, Pinterest, Snapchat and Reddit apply to any activity involving those platforms.

11.B.05 Revocation and token handling. Customer may revoke the Company's access to any Connected Platform at any time by (i) disconnecting the Connected Platform from within the Platform (Settings → Connected Accounts), or (ii) revoking access from within the Connected Platform's own application management page. Upon revocation, the Company shall invalidate the corresponding OAuth token within twenty-four (24) hours and shall delete tokens, refresh tokens and all cached data received from that Connected Platform within thirty (30) days, subject only to retention required by applicable law. Revocation of a Connected Platform does not affect data already published on that Connected Platform prior to revocation.

11.B.06 Data deletion requests. Customer may request deletion of all data that the Company has received from a specific Connected Platform by emailing [email protected] from the email address associated with Customer's Account. The Company shall process the request within thirty (30) days and shall provide Customer with confirmation once deletion is complete. For Meta-governed platforms, Customer may additionally use the Meta App Data Deletion request flow made available by Meta, which is honored by the Company as a valid deletion request under this Section.

11.B.07 Disclaimer for Connected Platforms. Each Connected Platform is independently owned and operated by a third party. The availability, continuity, pricing, feature set and policies of each Connected Platform are controlled by the third party and may change at any time without notice, which may affect the functionality of features that depend on that Connected Platform. The Company shall make reasonable efforts to adapt the Platform to such changes but shall not be liable for any suspension, degradation, or loss of data caused by a change in a Connected Platform, by that Connected Platform's suspension or termination of Customer's account, or by that Connected Platform's rejection or removal of Customer content.

11.B.08 Limited Use of YouTube data. In addition to the foregoing, the Company's use and transfer to any other app of information received from YouTube API Services will adhere to the Google API Services User Data Policy, including the Limited Use requirements. Specifically: (a) the Company will not allow humans to read YouTube user data unless the Company has obtained the user's affirmative agreement to view specific messages, the data is anonymized and aggregated, or access is necessary for security purposes or to comply with applicable law; (b) the Company will not use YouTube data to serve ads, including retargeting, personalized, or interest-based advertising; (c) the Company will not transfer YouTube data to third parties other than as necessary to provide or improve user-facing features that are prominent in the requesting application's user interface, to comply with applicable law, or as part of a merger, acquisition, or sale of assets, in each case with notice to users.

11.B.09 Advertising integrations - specific additional obligations. Where Customer uses the Platform to manage paid advertising campaigns on a Connected Platform (including Google Ads, Meta Ads, TikTok Ads, Pinterest Ads, Snap Ads, LinkedIn Ads, Reddit Ads), Customer is solely responsible for (i) the content and legality of the ads, (ii) compliance with the advertising policies of the Connected Platform, (iii) any fees charged by the Connected Platform, and (iv) all taxes and withholdings applicable to the advertising spend. The Company provides tooling and automation but does not review ad content and is not responsible for ad policy violations.

11.B.10 Google Business Profile. Where Customer connects a Google Business Profile, Customer expressly authorizes the Company to (a) create, edit and delete replies to reviews of Customer's business on Customer's behalf, automatically and without further per-reply approval, for as long as the connection remains active; (b) publish, schedule, update and delete posts, offers and similar content on Customer's Business Profile, provided that content containing images is published only after Customer approves it in the Platform; and (c) read profile, post, media, review and performance data. Customer's acceptance of this Section at the time of connection is recorded, and a consent certificate stating the date, time, account and accepted text version is generated and stored in Customer's account, where it remains available for download. This authorization constitutes the express, specific consent contemplated by Google's Business Profile third-party policies. Customer retains ownership of its Business Profile at all times and may revoke this authorization as set out in Section 11.B.05. The Company operates as a third party under Google's "Working with a third party" disclosure, available at https://support.google.com/business/answer/7163406.

12.01 Fees. In consideration of the Subscription, Customer's rights and Company's obligations hereunder, Customer shall pay the Company the applicable fees based on the selected plan (the "Fees"). Unless expressly indicated otherwise, Fees are stated in US dollars. Customer hereby authorizes the Company, either directly or through the Company's payment processing services or applicable reseller or marketplace, to charge the Fees via Customer's selected payment method, for each renewal term. The Fees are non-cancellable and non-refundable. For the avoidance of doubt, these Terms do not override any mandatory local laws regarding Customer's cancellation rights.

12.02 Payment Terms. Subject to any pay-per-use provisions or anything to the contrary in an Order Form, the Fees set forth in each Order Form are final. Unless otherwise set forth in the Order Form, the Fees shall be paid annually or monthly (as set forth in the Order Form), in advance, upon receipt of an invoice by charging Customer's approved payment means at the beginning of each Subscription Term. Delinquent payments may bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. The aforesaid shall not derogate from any other right or remedy to which the Company may be entitled. Customer will be responsible for all reasonable expenses (including reasonable attorneys' fees) incurred by the Company in collecting any payment.

12.06 Credit purchases. Customers using the API Services may purchase credit balance in one-time transactions or receive credit balance through a hybrid subscription tier as set forth in the Credit Price List at ai92.ai/api-pricing. Credit balance is governed by Section 14.A (Credit Balance, Inactivity, and Read-Only State).

12.07 Refunds for credit purchases. Credits you have purchased and not consumed are generally not refundable in cash. AI92 will, however, consider refund requests for unconsumed credits in writing, made within thirty (30) days of purchase, on a case-by-case basis; AI92's decision is final. Credits you have already consumed are not refundable: the Service was performed and credit was paid. Refunds, where granted, are issued through the original payment processor.

12.08 European Union cooling-off period. If you are a consumer (not a business customer) and your billing address is in the European Union, you have the right under Directive 2011/83/EU to withdraw from a credit purchase within fourteen (14) calendar days of the purchase, without giving any reason. AI92 will refund the full amount paid for any credit balance not yet consumed. Consumed credits at the time of withdrawal are not refundable to the extent they reflect Service already performed. Withdrawal is exercised by sending a clear statement to [email protected].

14.A.01 Purchase. You may purchase credit balance in the denominations and at the prices described in the Credit Price List published at ai92.ai/api-pricing. You may also receive credit balance through a hybrid subscription tier or a promotional grant. Each purchase is a separate transaction. Payment is processed by AI92's authorised payment processor (currently Stripe, Inc.); AI92 does not directly receive payment-card data.

14.A.02 Credits never expire from time of purchase. Credit balance you purchase does not expire by reason of the passage of time alone. You may consume credits at any time during the term of your account, subject only to this Section 14.A and the other terms of these Terms.

14.A.03 Inactivity definition. Your account is Inactive if, for twenty-four (24) consecutive months, both of the following are true with respect to that account: (i) zero API requests have been issued from any credential associated with the account; and (ii) zero credit purchases have been made on the account. Signing in to the customer dashboard alone does not count as activity for purposes of this Section 14.A - there must be either an API request or a credit purchase.

14.A.04 Pre-Inactivity notice. No less than thirty (30) calendar days before your account would become Inactive under 14.A.03, AI92 will send you a written notice to the e-mail address on file (the Inactivity Warning Notice). The Inactivity Warning Notice will (a) identify the date on which Inactivity would be reached; (b) describe what Read-Only State means; (c) describe how to reactivate; and (d) include a clear summary of any consequence to credit balance.

14.A.05 Read-Only State. When your account becomes Inactive under 14.A.03, AI92 will place the account in Read-Only State. In Read-Only State: (a) you retain the right to access the customer dashboard, view your account history, export your account history in a machine-readable format, and reactivate the account; (b) you retain title to any credit balance recorded in AI92's ledger as of the date of entry into Read-Only State; (c) you cannot issue new API requests, new OAuth token grants are suspended, new credit purchases are suspended, and new webhook deliveries are not generated; (d) AI92 will not charge any fee to maintain the account in Read-Only State or to reactivate it.

14.A.06 Reactivation. You may reactivate an account in Read-Only State at any time, without penalty, by (a) signing in to your customer dashboard and completing the brief reactivation flow displayed at first sign-in, which will require approximately one click and may include verification of your e-mail address; or (b) contacting AI92 support at [email protected]. Upon reactivation, your credit balance as of entry into Read-Only State is fully restored and available for consumption. AI92 will not charge a reactivation fee.

14.A.07 Unredeemed credit revenue recognition. You acknowledge that, after your account has entered Read-Only State, AI92 may recognise the value of unredeemed credit balance as revenue in accordance with applicable accounting standards (the U.S. Generally Accepted Accounting Principles, or, for AI92's international affiliates as applicable, International Financial Reporting Standard 15). Such recognition does not extinguish your right to reactivate the account and recover the balance under 14.A.06.

14.A.08 Termination by AI92. AI92 may, at its option, close an account that has been in Read-Only State for more than thirty-six (36) consecutive months following Inactivity (approximately five years from the last activity event) by providing an additional ninety (90) days' written notice and offering you the opportunity to reactivate during that window. If you do not reactivate, the account will be closed and any unredeemed credit balance will be treated in accordance with 14.A.07.

13.01 Company Income Tax. The Fees are exclusive of any and all taxes, levies, or duties, except for income tax imposed on the Company.

13.02 Customer Tax Responsibility and Jurisdictional Disclaimer. KOLOXO WEST AFRICA LTD. is incorporated in the Federal Republic of Nigeria (registered address: 58–60 Medife House, Broad Street, Central Business District, Marina, Lagos State) and operates the AI92 Platform from its office at Plot 274 Ajose Adeogun Street, Victoria Island, Lagos 101241, Nigeria. Therefore, the Company is subject to corporate income tax in its jurisdiction. Customer acknowledges that the Fees do not include any applicable Sales Taxes, Value Added Taxes (VAT), Goods and Services Taxes (GST), Use Taxes, Excise Taxes, duties, tariffs, or other governmental fees, assessments, or taxes of any kind (collectively, "Transaction Taxes") imposed or levied on the Customer or the transaction.

13.02.1 Transaction Tax Liability. Customer is solely responsible for paying any and all Transaction Taxes imposed on the Customer's use of the Platform.

13.02.2 Collection by Company. Company will charge and collect Transaction Taxes on top of the Fees only if and to the extent Company is legally required to do so by the tax laws of the Customer's jurisdiction.

13.02.3 Geographic Nexus. Notwithstanding the distributed nature of the AI92 architecture, Koloxo West Africa Ltd asserts that, for the purpose of foreign Transaction Taxes, it does not operate a Permanent Establishment (PE) in the Customer's jurisdiction, unless mandatory local law requires such determination.

14.01 Subscription Term. The Platform is provided on a subscription basis for the plan selected by the Consumer (the "Subscription" and the "Subscription Term").

14.02 Auto-Renewal. Subject to any express provisions to the contrary in the Order Form (which will supersede this Auto-Renewal Section), Customer's Subscription shall automatically renew, and Customer's payment method will be charged for such renewal, by default without prior notice of the renewal to Customer (unless such notice is required by mandatory local law), unless cancelled by either the Company or the Customer at least 30 days prior to its expiration, for a renewal period equal in time to the original Subscription Term (excluding any renewal period). Each Subscription will, by default, automatically renew for successive periods equal to the initial Subscription Term (excluding any extended/free periods), at the then-current rates for the applicable plan, unless auto-renewal is turned off at least thirty (30) days before the end of the then-current Subscription Term.

14.02.1 Charges and timing. You authorize AI92 (or our payment processor) to automatically charge the applicable fees and taxes to your stored payment method for each renewal term. We may attempt to charge up to three (3) weeks before a renewal period begins. If a charge attempt fails, we may retry, and we may suspend or cancel your access until payment is received.

14.02.2 Price changes and notices. Renewal will be at the then-current price, plus applicable taxes, and will exclude any introductory or promotional discounts from the prior term. For yearly Subscriptions, where required by law or our policy, we will endeavour to notify you of renewal and any price change at least thirty (30) days prior to renewal, using your Account email.

14.02.3 How to turn off auto-renewal. You may turn off auto-renewal or cancel a Subscription at any time via your Account settings or by contacting Support.

14.02.4 No refunds on renewal. To the maximum extent permitted by law, renewal charges are non-cancellable and non-refundable once a renewal term begins, except as otherwise expressly stated in an Order Form or required by mandatory local law.

14.02.5 Your responsibility. You are solely responsible for verifying that your Subscriptions renew successfully. Company will not be liable for any interruption, loss of features, or data resulting from a cancellation, failure to charge your payment method, disabled auto-renewal, or other renewal failure.

14.03 Termination or Suspension by Company. Company may terminate or suspend Customer's use of and access to the Platform (or any part thereof) immediately, without prior notice or liability, for any reason, including the following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using the Platform in a manner that may impose a security risk, may cause harm to the Company or any third party, and/or may create any liability to the Company or any third party; (ii) if the Company believes, in its sole discretion, that Customer or any third party is using the Platform in breach of the Section (entitled "Restricted Use)"; or (iii) if the Company is unable to charge the Fees through Customer's approved payment means or if any payment is or is likely to become overdue, including due to Customer exceeding any usage limits. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with these Terms or under any applicable law.

14.04 Termination by Customer. Subject to any express provisions to the contrary in the Order Form (which will supersede this Section) Customer may terminate its Subscription to the Platform by (i) turning off auto-renewal in the Account settings, or (ii) submitting a termination request by contacting AI92 Support. Termination will take effect at the end of the then-current Subscription Term and shall not derogate from Customer's obligation to pay the applicable Fees for the Subscription Term.

14.05 Effect of Termination. The termination of the Subscription shall not relieve Customer from its obligation to pay due Fees. Except as explicitly set forth herein, upon termination, all licenses and rights granted hereunder shall immediately expire and any and all use by the Customer or the Users of the Platform shall immediately cease and expire. Customer shall immediately delete and shall not maintain any copy of any component of the Platform or Company Documents installed or saved on the Customer's systems or environment.

14.05.1 Right to Receive Customer Data. If requested by the Customer in writing, provided that Customer may exercise such right within no later than 15 days following termination, Company shall provide the Customer with the Customer Data then held by the Company, if any, in a standard format and media.

14.05.2 Data Retention and Anonymization. The Company may retain copies of Customer Data, Input Data, and Generated Output (including any content, code, text, images, or other materials created, stored, displayed, or exported within the application) which are automatically created for back-up purposes and other Customer Data which is required to be maintained by Company pursuant to the Company's data retention policies, and provided that the provisions of the Section (entitled "Confidentiality") shall continue to apply to such data. Furthermore, the Company reserves the right to retain and use Customer Data designated as LTD or Input Data in an anonymized or aggregated form, consistent with the license granted under Section 5.03(d) (model training and improvement). The Customer acknowledges that following the aforesaid 15-day term following termination of these Terms, the Company may delete all Customer Data without retaining any copy, except as explicitly permitted under this Section.

14.06 Survival. All the provisions of these Terms which by their nature should survive termination, including, without limitation, the Sections entitled (Intellectual Property and Right of Use, Confidentiality, Warranty and Disclaimers, Limitations of Liability, Indemnification and Miscellaneous), shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Terms or the Order Form shall not relieve Customer from any obligation arising or accruing prior to such termination or limit any liability which Customer otherwise may have to the Company.

14.07 Coordination with API Services inactivity mechanism. For Customers using the API Services, the inactivity and Read-Only State mechanism in Section 14.A supplements this Article 14. In case of conflict between the termination provisions in this Article 14 and the inactivity provisions in Section 14.A, the inactivity provisions control with respect to credit balance and the procedures described therein.

16.01 General Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE PLATFORM, WEBSITE, COMPANY DOCUMENTS, ANY GUIDES PROVIDED ON THE COMPANY WEBSITE AND ANY GENERATED OUTPUT ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" AND 'WITH ALL FAULTS' BASIS, AND WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, REGARDING THE PLATFORM AND CUSTOMER'S, ITS USERS AND END CUSTOMERS' USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY (INCLUDING THE SECURITY OF CUSTOMER'S END CUSTOMERS USING THE GENERATED OUTPUT), COMPATIBILITY OR NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY, OR ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

16.02 Performance Limitations. COMPANY DOES NOT WARRANT THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR FREE OF VULNERABILITIES, OR WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR EXPECTATIONS, THAT DEFECTS WILL BE DETECTED OR CORRECTED, OR THAT OPERATION WILL BE FREE OF VIRUSES, BUGS, MALWARE, HARMFUL COMPONENTS, OR PROGRAM LIMITATIONS.

16.03 AI Service Disclaimer. The Company further disclaims all warranties in connection with Third-Party Services and AI Services. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ITS, ITS USERS AND END CUSTOMERS' ACCESS AND USE OF THE PLATFORM, THE GENERATED OUTPUT, AND THE UNDERLYING GPU-ENABLED AI FUNCTIONALITY ARE AT ITS AND THEIR SOLE RESPONSIBILITY AND RISK.

16.04 Liability for Customer Use. CUSTOMER WILL BE SOLELY AND FULLY LIABLE FOR ANY LOSSES, DAMAGES, LIABILITY AND EXPENSES INCURRED BY COMPANY OR A THIRD PARTY DUE TO ANY UNAUTHORIZED USE OF THE PLATFORM BY THE CUSTOMER OR THE GENERATED OUTPUT BY ANY OF ITS USERS OR THIRD PARTY ON BEHALF OF THE CUSTOMER.

16.05 Data Integrity and Backup. CUSTOMER IS SOLELY RESPONSIBLE FOR THE CUSTOMER DATA, INPUT DATA AND ANY DATA ITS END CUSTOMERS SHARE WITH THE GENERATED OUTPUT. CUSTOMER SHALL REGULARLY AND INDEPENDENTLY SAVE AND BACK UP ALL CUSTOMER DATA. COMPANY SHALL HAVE NO LIABILITY FOR ANY LOSS, DELETION, DESTRUCTION, CORRUPTION, ALTERATION, DISCLOSURE, OR UNAVAILABILITY OF CUSTOMER DATA TO THE EXTENT ARISING FROM OR ATTRIBUTABLE TO CUSTOMER OR ITS USERS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND OTHER THAN IN CASE OF A PARTY'S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, CUSTOMER'S BREACH OF THE SECTION ENTITLED "RESTRICTED USE" OR CUSTOMER'S PAYMENT OBLIGATIONS: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES; (II) ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, CORRUPTION OR DAMAGE TO DATA (INCLUDING END-USER INFORMATION, GOODWILL, PROFITS, REVENUE, BUSINESS, SAVINGS, OR PURE ECONOMIC LOSS; AND/OR (III) THE COST OF PROCURING ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; REGARDLESS OF (A) WHETHER SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE; OR (B) THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT); AND EITHER PARTY'S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS LIMITED TO THE FEES PAID OR PAYABLE TO THE COMPANY BY THE CUSTOMER FOR ITS SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM.

Without derogating from Company's rights under these Terms and under applicable law, Customer hereby agrees to defend and indemnify Company, its affiliates and their respective resellers, employees and agents against any and all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party (i) arising out of or alleging that the Customer Data, the Input Data or Generated Output and/or the use of the Platform or Generated Output by the Customer, its Users and end customers infringes on the any intellectual property rights of a third party; (ii) arising out of or alleging that the Customer Data, Input data or use of the Platform violates applicable law or the privacy rights of a third party, or (iii) arising out of the misuse of the Platform or Account by Customer, the Users or any third party; or (iv) who is an end customer of the Generated Output against the Company, in relation to the Generated Output.

19.01 Arbitration. Notwithstanding anything to the contrary in this Section, if you reside in the U.S. or in any jurisdiction under which the following isn't prohibited under applicable law, any dispute, controversy, or claim (collectively, "Claim") relating in any way to Company's services and/or products, including the Website and Platform, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis. Class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

19.02 Exceptions to Arbitration. Notwithstanding the foregoing, you and Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.

19.03 Mass Arbitration. If 10 or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact or 10 or more demands for arbitration are submitted by the same law firm or law firms acting in coordination, then you and Company agree that this will constitute a Mass Arbitration and be conducted pursuant to the JAMS Mass Arbitration Procedures. If, for any reason, JAMS declines to administer the Mass Arbitration or the provisions of this paragraph are found to be unenforceable, the individual arbitrations be administered by JAMS as individual arbitrations consistent with other terms set forth herein.

19.04 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY'S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING ("CLASS ACTION"). YOU AND COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM.

19.05 Opt Out of Arbitration. You have the right to opt out of, and not be bound by, the arbitration provision under this section by emailing [email protected] within thirty (30) days of the earlier of your first registering to use the Platform or the date you first agreed to these Terms (the "Initial Opt-Out Period") or within thirty (30) days of the date of the most recent changes to these arbitration provisions (each, a "Subsequent Opt-Out Period"), whichever is later.

20.01 General. The headings used in these Terms are for convenience only and shall in no case be considered in construing these Terms. The policies, agreements, notices and other documents linked hereto are incorporated herein by this reference.

20.02 Amendments. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Website or shared with Customer by an in-Platform notification. Customer is responsible for checking the Website and Platform regularly for such changes. By continuing to access or use the Platform, Customer agrees to be bound by the revised Terms. In addition, the Company has the right to change the Fees at any time, upon notice to Customer, provided that any increase shall only become effective upon the end of the then-applicable Subscription Term.

20.03 Export Control. The Platform may be subject to U.S. or foreign export controls, laws and regulations (the "Export Controls"), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Platform (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Platform.

20.04 Customer's Reference. Customer acknowledges and agrees that for the duration of the Subscription Term, the Company has the right to use Customer's name and logo to identify Customer as a customer of Company or user of the Platform, on Company's Website, marketing materials or otherwise by public announcements. The publication of any additional content related to the Customer's use of the Platform (other than mere reference to the Customer as set forth above), such as case studies, shall require the Customer's prior written approval (which may not be unreasonably withheld or delayed).

20.05 Force Majeure. Neither Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and governmental action, provided that the foregoing will not relive Customer of its payment obligations hereunder.

20.06 Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Users or Customer's end customers are not, and there are no third-party beneficiaries to these Terms.

20.07 Entire Agreement; Order of Precedence. These Terms and Order Form(s) (and the other terms, agreements and policies referenced or linked herein) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior understandings of such parties with regard thereto. Any Order Form entered into between the parties simultaneously with these Terms shall be deemed to incorporate these Terms. If there is any conflict or inconsistency between these Terms and the Order Form, these Terms shall prevail unless the Order Form specifically states otherwise.

20.08 Governing Law; Jurisdiction. These Terms and its performance shall be governed by the laws of the Province of Quebec, Canada, without regard to conflict of laws' provisions that would result in the application of the laws of any other jurisdiction. The parties hereto submit to the exclusive personal jurisdiction and venue of the competent courts located in Montreal, Quebec, Canada. The Customer and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

20.09 Enforceability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

20.10 No Waiver. The failure of either party to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by such party in writing.

20.11 Novation and Assignment. The Company may, at any time upon thirty (30) days' prior written notice to Customer (delivered by email to the address on file or by in-Platform notification), novate or assign this Agreement, in whole or in part, to any of its affiliated entities (including, without limitation, Masada Gateway Ltd or Koloxo West Africa Ltd) or to any successor entity arising from a corporate reorganization, merger, acquisition, or sale of substantially all of the Company's assets. From the effective date of such novation or assignment, all references to 'the Company' in these Terms shall be deemed to refer to such affiliated or successor entity, and no other term of these Terms shall be modified as a result. Customer's continued use of the Platform after the effective date of such novation or assignment shall constitute Customer's express acceptance thereof. Where applicable data-protection laws (including the EU General Data Protection Regulation Article 14(3) and the Nigeria Data Protection Act 2023 Section 27(2)) require additional notice on a change of data controller, the Company shall provide such notice in the form and within the timeframes prescribed by those laws.

These Terms and Conditions ("Agreement") govern participation in the AI92 Referral Program (the "Program"). By participating, the Referrer agrees to be bound by these terms.

1. Eligibility and Relationship

1.1 Parties: This Agreement is between Koloxo West Africa Ltd (the "Company," and the entity operating the AI92 Service) and the Referrer (Program participant).

1.2 Eligibility: Participation requires the completion of the formal Partner Application Form, submission of required documentation (e.g., website URLs and content samples), and manual vetting by the Partnerships Team. Furthermore, participation is limited to individuals or entities with a fully verified and active account. Accounts that are unverified, pending deletion, or deleted are ineligible to participate or receive rewards.

1.3 Relationship: The Referrer acts solely as an independent contractor. Nothing in this Agreement creates an employment, agency, or partnership relationship.

2. Qualified Referral Definition (Condition Precedent to Payment)

The Program utilizes a 30-day cookie window. The Referrer whose tracking link was clicked will receive credit if the customer completes an eligible purchase within 60 days of that click. A "Qualified Referral" requires the satisfaction of all the following conditions:

(a) The Referee uses the Referrer's unique referral link to initiate the transaction.

(b) The Referee is a new customer who has never previously purchased the AI Select service or claimed a referral reward.

(c) The Referee completes their first purchase of an eligible AI92 Service plan.

(d) Retention Period: The Referee must retain the purchased AI92 Service plan for a minimum of Thirty (30) days following the purchase date. Commissions are only earned and payable upon successful completion of this 30-day Retention Period.

3. Reward Schedule and Commission Payout

3.1 Compensation: Rewards are based on the Referee's first Qualified Purchase only. Commissions are fixed, one-time bounties ("REFER REWARDS") paid for the initial sale only, and the program does not include recurring revenue share. There is no cap on the total number of rewards a Referrer may earn. Compensation is structured as follows:

3.2 Net Revenue: For the A La Carte plan, commission is calculated exclusively on the Net Revenue, defined as the gross payment received minus all taxes, credits, refunds, chargebacks, and transaction processing fees.

3.3 Payout Mechanism: Rewards will be deposited into the Referrer's designated E-wallet on the AI92 portal. Cash withdrawals from the E-wallet are exclusively processed via PayPal only.

3.4 Payment Terms and Threshold: Commissions are aggregated and processed on a monthly cycle, adhering to a strict Net-45 payment term (payment occurs 45 days after the close of the month in which the commission was earned). Payout is subject to a minimum threshold of $100 USD; earnings must accumulate to this amount before disbursement.

4. Restrictions, Forfeiture, and Liability

4.1 Tax Responsibility: As an independent contractor, the Referrer is solely responsible for all tax obligations, reporting, and payment requirements arising from rewards earned under this Agreement, in accordance with the laws of their country and jurisdiction. The Company bears no liability for the Referrer's compliance with tax regulations. The Company reserves the right to retain or withhold necessary taxes, duties, or tariffs from payments, and remit such amounts to the appropriate tax authority in the Referrer's jurisdiction, if required by applicable law.

4.2 Marketing Restrictions: Referrers are granted a limited, revocable license to use only the Company's approved referral link and designated marketing text. Unauthorized use of Company intellectual property (IP), or engaging in fraudulent, abusive, or misleading marketing (including spam), is strictly prohibited.

4.3 Termination: The Company reserves the right to suspend or terminate a Referrer's participation immediately, with or without notice, for breach of this Agreement, fraud, or IP violations.

4.4 Limitation of Actions: No legal action arising from or in connection with this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.

4.5 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Company in the Privacy policy or general terms and conditions.

If you have any questions about these Terms of Service, please contact us:

• For general inquiries: [email protected]
• For data protection and privacy inquiries: [email protected]
• For legal matters: [email protected]
• To reach a specific office, email [email protected] with the country in the subject line (for example, “United Kingdom”). Whichever office you contact, all contracts, trials, and subscriptions are entered into with and issued by Koloxo West Africa Ltd.