Master Service Agreement

This Master Service Agreement (“ MSA”) together with all exhibits and references incorporated herein, including without limitations, the Data Processing Agreement (“ DPA”), the Service Level Agreement (“ SLA”), and any applicable exhibits referenced from this MSA (all collectively defined herein as the “ Agreement”), forms a legally binding and enforceable agreement by and between Kali AI and Customer, as such terms are defined below and detailed in the Order Form. Customer and Kali AI may be referred to herein collectively as the “ parties” or individually as a “ party”. This Agreement is effective as of the date the Customer accepts and signs the Order Form ‎‎(“ Effective Date”).‎

WHEREAS, Kali AI provides a cloud-based platform offering advanced tools for deploying, designing, orchestrating, managing, and monitoring an automated generative, including conversational, agentic AI (“ AI Agent” or “ Agent”) (the Platform, Account, AI Agent and features therein shall be collectively defined as “ Services”); and

WHEREAS, Customer desires to access and use the Services in accordance with the terms and conditions set forth in this Agreement and the applicable Order Form.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable considerations, the parties hereby agree as follows:

Definitions are at the end, click here

1. ACCESS AND USE OF THE SERVICES, THIRD PARTY SYSTEMS

1.1 During the Term, and for Customer’s internal business purposes, Kali AI hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, and limited license (“ License”): (i) to access and use the Platform, Account and configure, design, build and monitor the AI Agent; (ii) using the AI Agent; (iii) adding or removing Authorized Users; (iv) viewing usage reports, monitoring AI Agent’s actions, including configuring notification preferences; and (iv) accessing support resources and Documentation.

1.2 Customer is responsible for the activities conducted under its Account, and shall ensure that the Account information is accurate, updated, and complete and shall maintain and promptly update such information as necessary through the Account settings. Customer is responsible for maintaining the confidentiality of all login credentials and Account information. Customer shall not, directly or indirectly, permit any person to access or use the Services except as expressly permitted by the Agreement. Customer must promptly notify Kali AI of any unauthorized use or suspected security breach at: office@kali-ai.com. Kali AI may suspend access to the Services if it reasonably suspects or detects unauthorized use or a security threat, in which case it shall cooperate with Customer to mitigate the risks and resolve the matter.

1.3 Customer agrees to use the Services solely in accordance with this Agreement, Documentation, and all applicable laws. Without limiting the foregoing, Customer shall not: (i) copy, modify, or create derivative works of the Services; (ii) reverse engineer, the source code or the Services; (iii) use the Services or the Third-Party Systems in a manner that infringes, misappropriates, or otherwise violates any third-party rights or appliable laws, or regulations governing the initiation, placement, recording, or monitoring of telephone calls or other voice communications, consumer act, regulation or directives, anti-wiretapping and tracking laws, AI disclosure regulations, any laws applicable to communicative, voice or text Agent, generative AI Agents, etc.; (iv) use the Services to transmit any content that is harmful, unlawful, or abusive; (v) use or access the Services from an embargoed nation; (vi) interfere with, disrupt, or compromise the integrity or performance of the Services or their underlying infrastructure; or (vii) use the AI Agent or Third-Party Systems to develop foundation models or other large-scale models that compete with the Services. Customer is responsible for ensuring that the use of the Services complies with Kali AI's Responsible AI and Acceptable Use Policy which is an integral part of the Agreement.

1.4 Kali AI may offer Customer access to certain services or features that are not generally available to all Kali AI customers, or that are identified as alpha, beta, pilot, preview, or by a similar designation (“ Beta Services”). Customer may choose to try such Beta Services, and such use will be governed by Kali AI's Beta Services Policy.

1.5 Customer acknowledges that the Services includes Third Party Systems. Kali AI represents that the inclusion of Third-Party Systems will not reduce the rights granted herein or restrict Customer’s ability to use the Services in accordance with the applicable Documentation. The use or integration of Third-Party Systems within the Services will not obligate Customer to license its own software or products under any open source or similar license. Kali AI may use Third Party Systems to provide, enhance, or support the Services. Kali AI is not liable for failure or unavailability of Third-Party Systems not in Kali AI's reasonable control, including provider's failure to perform or discontinuation of its service, or any other action or inaction by such provider.

1.6 Kali AI reserves the right to add, modify, replace, or discontinue any Third-Party Systems integrated with or used in connection with the Services at any time, with or without notice to Customer, provided that such changes do not materially decrease the overall functionality of the Services. Kali AI will use commercially reasonable efforts to minimize any disruption to the Services resulting from such changes.

1.7 Kali AI may, from time to time, update, enhance, modify, or discontinue features or functionalities of the Services, comply with law or regulatory requirements, improve quality, performance, security, efficiency, or for any other legitimate business purpose. Kali AI will provide Customer with prior notice of any material changes that may significantly affect Customer’s use of the Services, which may include in-Service notifications or other reasonable means. With respect to API changes, Kali AI will provide at least thirty (30) days' prior written notice for any breaking changes or deprecation of API versions and will maintain backward compatibility for deprecated API versions for a minimum of ninety (90) days following such notice, unless such changes are required for security or legal compliance purposes. Customer understands that continued use of outdated versions of the Services or deprecated API versions may impact on interoperability, availability, performance, or supportability of the Services. Customer is solely responsible for making any necessary changes to its systems, applications, or integrations to maintain compatibility with the current version of the Services and supported API versions.

2. RESPONSIBILITIES

2.1 Customer shall be responsible for: (i) ensuring the accuracy, quality, integrity, and legality of Customer Data and Inputs and that Customer Data does not infringe third-party rights (including intellectual property and data protection rights). Customer acknowledges that the AI Agent generates responses based on Customer Data. Kali AI shall not be held liable or responsible for any harmful, unlawful, misrepresenting or infringing Output resulting from Customer Data; (ii) providing any technical data or other information reasonably required by Kali AI to deliver the Services, and hereby granting Kali AI all necessary and irrevocable rights and permissions in Customer Data solely as required to perform the Services; (iii) ensuring that its use of AI Agents and Inputs complies with applicable regulations, including content moderation regulations, obtains all necessary consents or providing required disclosures to End Users as required by applicable law, including Telecommunication Laws, AI regulations, recording and wiretapping regulations and data protection regulations; and (iv) to the extent applicable, procuring and maintaining all equipment and ancillary services necessary to access and use the Services, including (if applicable) servers, cloud hosting, data backup systems, networking, etc. (“ Equipment”). Except as expressly set forth in the Agreement, Kali AI is not responsible for supplying any Equipment to Customer under the Agreement, nor shall it be responsible for any malfunction or error caused by the Equipment.

2.2 Customer shall promptly instruct Kali AI regarding any required specifications or configurations to ensure regulatory compliance with regards to processing sensitive information, such as health related information, financial information, information on minors, etc., financial entities (as defined under DORA), see the DORA Addendum, which, if applicable, forms an integral part of this Agreement.

2.3 Kali AI shall: (i) use Customer Data solely as permitted under this Agreement and only for the purpose of providing the Services, and, where applicable, Professional Services; and (ii) implement commercially reasonable measures to maintain the security and integrity of the Services and Customer Data, including technical and organizational safeguards to protect against accidental, unlawful, or unauthorized access, use, destruction, transfer, disclosure, or alteration of Customer Data, as further detailed in the DPA.

3. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

3.1 Each party represents and warrants that: (i) it has the full legal power and authority to enter into and perform its obligations under this Agreement; and (ii) the execution and performance of this Agreement does not and will not conflict with or violate any other agreement, law, or obligation by which it is bound.

3.2 Kali AI further represents and warrants that: (i) the Services will materially conform to the specifications and service level commitments set forth in the applicable Order Form and SLA; (ii) it shall perform the Services including Professional Services (if applicable) in a professional manner in accordance with industry standards for similar services; and (iii) it has implemented and will maintain appropriate monitoring, validation, and quality assurance procedures to ensure the safe, reliable, and professional operation of the Services, and will promptly notify Customer of any material issues, failures, or incidents that could affect the reliability, accuracy, or security of the Services; (collectively, the “ Service Warranties”).

3.3 Customer must notify Kali AI in writing of any alleged breach of the Service Warranties within ten (10) days of becoming aware of such breach. If Kali AI determines that a breach of warranty has occurred, Kali AI will promptly correct or re-perform the affected Professional Services at its own expense or correct the error within the Services subject to the SLA, which shall be the sole remedies and obligations with respect to the Services that fail to comply with the Service Warranties.

3.4 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES, INCLUDING THE PLATFORM, ACCOUNT, AI AGENT, API, OUTPUTS, AND ANY FREE SERVICES OR BETA SERVICES, ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KALI AI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE, OR TRADE. KALI AI MAKES NO WARRANTY REGARDING NON-INTERRUPTION OF USE AND MAKES NO WARRANTY THAT SERVICES WILL BE ERROR-FREE OR BUG-FREE.

3.5 FURTHER, KALI AI EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY ARISING FROM OR RELATED TO (I) INTEGRATIONS WITH CUSTOMER SYSTEMS; (II) THE MATERIALS; AND (III) THE EQUIPMENT, WHETHER PROVIDED BY KALI AI OR ANY THIRD PARTY, EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 As between the parties, Kali AI owns and retains all right, title, and interest in and to the Platform, AI Agent, Documentation, Analytics Information, System Generic Materials, Kali AI Technology, and any derivative works of such, know-how, trade secrets, and related Intellectual Property Rights (collectively, “ Kali AI IP”). Except for the limited rights expressly granted to Customer under this Agreement, no rights in or to the Kali AI IP are granted, assigned, or transferred to Customer. The License granted to Customer under this Agreement is a limited, non-exclusive license and does not convey any ownership or other rights in the Kali AI IP.

4.2 As between the parties, Customer owns and retains all right, title, and interest in and to the Customer Data, Inputs and Outputs, to the extent that the deployment, configuration, and operation of the AI Agent do not include or incorporate Kali AI IP or Kali AI Confidential Information (collectively, “ Customer IP”). Nothing in this Agreement transfers any ownership rights in Customer IP to Kali AI, except for the limited license granted herein.

4.3 Customer hereby grants Kali AI a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display Customer Data and Inputs solely as necessary to provide the Services, fulfill its obligations under this Agreement, and as otherwise expressly permitted herein.

4.4 If Customer provides Kali AI with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Services (“ Feedback”), Customer agrees that such Feedback is provided voluntarily and on a non-confidential, non-proprietary basis. Kali AI shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction and without any obligation or compensation to Customer. For the avoidance of doubt, Feedback shall not include any Customer Data and/or Customer Confidential Information.

5. PAYMENTS

5.1 The Service operates on a subscription-based annual fee model, minimum fixed commitments, a credit-based usage model, or a combination of the above, as agreed in the applicable Order Form. Subscription fees are annual and fixed for the applicable subscription term, as agreed by the parties in the Order Form. However, Credits are consumed when Customer uses the Services, and different types of interactions may consume different amounts of Credits, specific Credit consumption rates detailed in the applicable Order Form. Kali AI may update Credit consumption rates by providing Customer with thirty (30) days' prior written notice. Any changes will apply only to Credits purchased after the effective date of such change and will not affect Credits already purchased by Customer.

5.2 Credits will be allocated to Customer's Account upon receipt of payment. Customer may monitor Credit usage and balance through the Account. Customer shall maintain up-to-date contact information to receive notifications regarding Credit usage. Payments shall be made by the method specified in the Order Form or as otherwise agreed by the parties.

5.3 Except as expressly provided in the Agreement or as required by applicable law, all subscription and/or Credit purchases are final and non-refundable, non-cancellable, regardless of whether the Service was used. Customer may purchase additional Credits at any time during the Term at the then-current rates specified by Kali AI or as set forth in the Order Form.

5.4 If Customer's Credit balance is insufficient to complete a requested action, the Service may be suspended or limited until additional Credits are purchased. Kali AI will use reasonable efforts to notify Customer when the Credit balance falls below a specified threshold. Kali AI will not be liable for any interruption, limitation, or degradation of Service resulting from insufficient Credits. Customer may configure automatic Credit replenishment or purchase alerts through the Account.

5.5 If Customer exceeds the permitted scope of use or Credit allocation purchased as detailed in the Order Form, Kali AI reserves the right to charge Customer additional fees at then-current rates.

5.6 Credits have no cash value and cannot be exchanged for cash or any other form of consideration. Credits are non-transferable and may only be used by Customer or Authorized Users under the Account from which they were purchased. Credits may not be sold, transferred, assigned, or shared with any third party or between Customer Accounts without Kali AI's prior written consent.

5.7 Payment and Credits under this Agreement are exclusive of taxes and similar assessments. Customer is responsible (to the extent applicable) for payment of all sales, use and excise taxes, imposed by local governmental or regulatory authorities, except for Kali AI income taxes.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and remain in full force and effect until terminated in accordance with this Section (“ Term”). The Term shall automatically continue for as long as there is at least one active Order Form in effect.

6.2 Either party may terminate this Agreement or any affected Order Form for cause (“ Termination for Cause”) if the other party materially breaches any provision of this Agreement or any Order Form (including failure to pay undisputed fees when due) and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching party. Termination for Cause shall not limit either party's right to pursue any other remedies available at law or in equity, including injunctive relief. In the event of Termination for Cause by Customer, Kali AI shall refund Customer a pro-rata portion of any prepaid, unused Credits applicable to the remaining period after the effective date of termination.

6.3 Upon expiration or termination of this Agreement for any reason: (i) the License granted to Customer shall immediately terminate, and Customer shall cease all use of and access to the Services, except for the limited access expressly permitted during the Transition Period described in subsection (vi) below; (ii) each party shall promptly return, or if instructed in writing, securely destroy all Confidential Information of the other party in its possession or control, except as otherwise agreed in writing or as required by applicable law; (iii) termination or expiration shall not affect any rights or obligations accrued prior to the effective date, including Customer's obligation to pay any outstanding fees, nor limit either party's right to pursue available remedies; (iv) Kali AI shall delete or return Customer Data in accordance with Customer's written instructions, unless otherwise required by law. Notwithstanding the above, Kali AI is not obligated to retain Customer Data and reserves the right, subject to its obligations under applicable laws and this Agreement, to delete any and all Customer Data within sixty (60) days following termination or expiration of the Agreement. Customer is responsible for downloading Customer Service Data, Outputs or any information hosted on Customer’s behalf; and (vi) Kali AI shall provide Customer with continued access to the Services and Customer Data for a period of sixty (60) days (“ Transition Period”) solely to enable Customer to retrieve Customer Data and facilitate an orderly transition. During the Transition Period, Kali AI shall provide reasonable assistance to Customer, to facilitate the orderly migration of Customer Data and transition of services to Customer or a third-party designated by Customer. Such assistance shall include, but not be limited to, providing Customer with all necessary data, documentation, and technical support required for migration. At the end of the Transition Period, Kali AI shall, at Customer’s written direction, delete or return all Customer Data as set forth herein. To the extent applicable, the DORA Addendum and EU Data Act Addendum shall provide additional rights.

7. CONFIDENTIALITY

7.1 The Receiving Party shall hold in strict confidence all Confidential Information of the Disclosing Party and shall not disclose or use any such Confidential Information for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written consent. Each party may disclose Confidential Information only to its employees, contractors, advisors, and auditors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Receiving Party shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than a reasonable standard of care.

7.2 If Receiving Party is compelled by law, regulation, court order, or other legal process to disclose Confidential Information of the Disclosing Party, it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest or limit the disclosure.

7.3 Receiving Party acknowledges that any breach or threatened breach of this Section 7 may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach, without the requirement to post a bond or prove actual damages.

7.4 The confidentiality obligations set forth in this Section 7 shall survive for a period of five (5) years following the termination or expiration of this Agreement; provided, however, that obligations with respect to information constituting trade secrets under applicable law shall continue for as long as such information remains a trade secret.

8. LIMITATION OF LIABILITY

8.1 Except as expressly stated in this Agreement, neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation any loss of profits, revenue, business, data, goodwill, or anticipated savings, arising out of or in connection with this Agreement, any Order Form, or the use or inability to use the Services, regardless of the cause of action or theory of liability (whether in contract, tort, including negligence, or otherwise), even if such Party has been advised of the possibility of such damages.

8.2 Each party's total aggregate liability for all claims arising out of or relating to this Agreement, any Order Form, or the Services shall not exceed the total Fees actually paid by Customer to Kali AI under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to such claim.

8.3 The limitations set forth in Sections ‎8.1 and ‎8.2 shall not apply to: (i) a party's gross negligence, fraud, or willful misconduct; (ii) either Party's breach of its confidentiality obligations; or (iii) Customer's payment obligations under this Agreement.

8.4 The limitations and exclusions set forth in Section 8 shall apply to the maximum extent permitted by applicable law. Nothing in this Agreement shall limit or exclude any liability that cannot be limited or excluded under applicable law.

9. INDEMNIFICATION

9.1 Kali AI shall defend, indemnify, and hold harmless Customer from and against third-party proceeding, action, or claim alleging that the Platform, when used in accordance with this Agreement and Documentation, infringe or misappropriate such third party's valid patent, copyright, trademark, or trade secret (each an " IP Claim"). Kali AI shall, at its expense, defend such IP Claim and pay damages, costs, and attorneys' fees finally awarded against Customer by a court of competent jurisdiction or agreed to in a settlement approved by Kali AI. If the Platform becomes, or in Kali AI's reasonable opinion is likely to become, the subject of an IP Claim, Kali AI may, at its option and expense: (i) procure for Customer the right to continue using the Platform as set forth herein; (ii) replace or modify the Platform to make it non-infringing while providing substantially equivalent functionality; or (iii) if options (i) or (ii) are not commercially reasonable, terminate the affected Order Form and refund Customer any prepaid Credits. This Section 9.1 sets Kali AI's entire liability and Customer's sole and exclusive remedy with respect to any infringement or misappropriation of intellectual property rights.

9.2 Kali AI shall have no obligation under Section 9.1 with respect to any IP Claim to the extent arising from or related to: (i) modification made to the Platform by anyone other than Kali AI or its authorized representatives; (ii) Customer's use of the Platform in violation of this Agreement or the Documentation; (iii) Customer’s Equipment, Customer Data, Customer Systems, or any Inputs provided by Customer caused such claim to arise; or (iv) continued use of the Platform after Kali AI has provided Customer with a non-infringing alternative or modification.

9.3 Customer shall defend, indemnify, and hold harmless Kali AI and its Affiliates, officers, directors, employees, and agents from and against any third-party claim, action, or proceeding arising from or related to: (i) Customer's use of the Services not in compliance with this Agreement, Documentation or applicable laws; or (iii) any allegation that Customer Data ,Inputs or generated Outputs, infringe or misappropriate any third party's intellectual property rights or violate any applicable law.

9.4 The indemnification obligations are conditioned upon the indemnified party: (i) promptly notifying the indemnifying party in writing of any claim for which indemnification is sought (provided that any delay in notification shall not relieve the indemnifying party of its obligations hereunder except to the extent materially prejudiced by such delay); (ii) granting the indemnifying party sole control over the defense and settlement of such claim (provided that the indemnifying party may not settle any claim without the indemnified party's prior written consent if such settlement imposes any obligation on, or includes any admission of liability by, the indemnified party); and (iii) providing reasonable cooperation and assistance to the indemnifying party in the defense of such claim, at the indemnifying party's expense. The indemnified party shall have the right to participate in the defense with counsel of its own choosing at its own expense.

10. JURISDICTION, DISPUTE RESOLUTION AND GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the Governing Law and Dispute Resolution provisions set forth in the applicable Order Form.

11. MISCELLANEOUS

11.1 Kali AI may update the Agreement from time to time. Kali AI may make non-material editorial or administrative updates that do not change the substantive meaning of the Agreement unilaterally, without notice, and such updates will be effective upon publication of the updated Agreement. Kali AI will provide Customer with prior written notice of any material change, and any such material change will become effective on the effective date stated in that notice. Notwithstanding the foregoing, any material change that adversely affects Customer’s rights or obligations under the Agreement, will require the parties’ mutual written agreement.

11.2 Each party is acting as an independent contractor under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties, and neither party has any authority to bind or commit the other in any respect.

11.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral, relating to such subject matter.

11.4 Neither party may assign or transfer this Agreement, in whole or in part, without providing prior written notice to the other party and affording the other party a reasonable opportunity to object; provided, however, that either party may assign this Agreement without the other party's consent to (i) an Affiliate, or (ii) a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any purported assignment or transfer in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

11.5 Neither party shall be deemed to be in default of any provision of this Agreement, or for failure in performance of its obligations hereunder (excluding payment obligations), resulting from acts or events beyond the reasonable control of such party, including acts of God, civil or military authority, acts or threats of terrorism, civil disturbance, war, riot, strike or labor dispute (not related to either party’s workforce), fires, floods, infectious disease, or act of government (each a “ Force Majeure Event”). Such Force Majeure Event, to the extent it prevents a party’s performance or any other undertaking under this Agreement, will extend the time for performance for as many days beyond the applicable performance date as is required to correct the effects of such Force Majeure Event.

11.6 No provision of this Agreement shall be deemed waived, and no breach shall be deemed excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. No consent by either party to, or waiver of, a breach by the other, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach.

11.7 Should any or all of the provisions of the Agreement be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed to be enforceable to the maximum extent permissible by law.

11.8 Each party is responsible for its compliance with applicable export controls and for any violation of such controls, including, as applicable, any embargoes or other rules and regulations restricting exports. Each party represents, covenants, and warrants that it is not located in a country or territory that is subject to economic sanctions or trade embargoes imposed by the United States Government (including Belarus, Cuba, Iran, North Korea, Russia, Syria, and the annexed regions of Ukraine), that such party is not listed on or identified on any United States Government list of sanctioned individuals, and that such party will comply fully with all relevant export laws and regulations of the United States and other international trade laws applicable to Customer’s use of the Services.

11.9 All notices and other communications under this Agreement must be in writing and delivered either by email to the designated email addresses of the parties as stated in the Order Form or through the Customer Account as applicable. Notices shall be deemed given upon receipt if delivered by confirmed email or through the Customer Account. No physical delivery or postal address is required for notice under this Agreement.

11.10 In the event of any conflict or inconsistency between the terms of an Order Form, the MSA, the DPA, the DORA Addendum, the Data Act Addendum, the AUP, or the SLA, the following order of precedence shall apply: (i) the Order Form shall prevail over the MSA; (ii) the DPA shall prevail solely with respect to matters subject to data protection or personal data processing regulations; (iii) the DORA Addendum shall prevail over the MSA and other documentation solely to the extent the Customer is a “financial entity” as defined under DORA; and (iv) the Data Act Addendum shall apply as additional contractual provisions solely when the parties are governed by the Data Act. The Responsible AI and Acceptable Use Policy and SLA are additional obligations and requirements that supplement the MSA but do not override its terms.

DEFINITIONS

1. “ Account” means the online account and dashboard assigned to Customer and its Authorized Users, through which Customer may access and use the Services, view and monitor the AI Agents activity and manage settings, permissions, and integrations.

1. “ Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of more than fifty percent (50%) of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

1. “ Authorized Users” means any individual that Customer authorizes to use the Services. Authorized Users may include Customer's Affiliates, employees, consultants, contractors or as otherwise agreed in writing by the parties.

1. “ Confidential Information” means all nonpublic information, in any form, disclosed, provided by or on behalf of either party (“ Disclosing Party”) to the other party (“ Receiving Party”), that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, can reasonably be understood as proprietary or confidential. The Confidential Information shall not include information which (a) becomes generally available to the public, other than as a result of a breach of confidentiality by the Receiving Party; (b) was previously in the possession of the Receiving Party prior to its disclosure hereunder; (c) is independently developed by the Receiving Party without reliance on, use of or reference to the Confidential Information and without any breach of the terms of the Agreement; (d) was lawfully received by the Receiving Party from a third party having rights to disclose. For the avoidance of doubt, Kali AI's Confidential Information includes Order Form and non-public information regarding features, functionality and performance of the Services including any source code and technical or performance information about its technology, the Service or Platform. Customer’s Confidential Information includes Customer Data and non-public Inputs.

1. “ Credits” means the usage units purchased by Customer that are consumed when Customer uses the Services, as further described in the Payment Section.

1. “ Customer” means the entity identified as the customer and signing the applicable Order Form.

1. “ Customer Data” means any structured repository of information, data, documents, FAQs, policies, procedures, and other content, knowledge data sets, general information, including Customer’s website general information, technical documentation, technical information, content, video, audio, image, or text submitted, transmitted or uploaded by Customer or Authorized User, or otherwise made available through Customer Systems, that is used as the knowledge source and knowledge string queried by the AI Agent. Customer Data shall further include the Customer Prompt and the Customer Service Data. Any specifications regarding Customer Data shall be stipulated in the Order Form.

1. “ Customer Prompt” means the backend instructions Customer and Authorized Users insert through the Services which design the answers, formulate rules on how to respond to End User, including instructions and rules on content and database to use, exclude, combine or access.

1. “ Customer Service Data” means the call recordings, chat correspondence history, video footage, as applicable, Authorized Users’ contact information (to the extent provided by Customer), logs, End User data, Inputs and Outputs, automated by the Services and hosted by Kali AI on Customer’s behalf.

1. “ Customer Systems” means any cloud-based platform, including SaaS platforms, CRM, ERP, Salesforce, SAP, networks, systems, or other technology owned, operated, leased, or controlled by Customer, or otherwise used by Customer and integrated with the Platform for the purpose of proving services to End Users’ through the Platform and Services.

1. “ Data Act” means Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data, as may be amended from time to time.

1. “ Documentation” means a set of digital technical user manuals, video recordings, notes, instruction, summary and any other supporting documentation provided by Kali AI to the Customer while providing the Services.

1. “ DORA” means Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector, as may be amended from time to time.

1. “ End User” means Customer's customers, users or individuals representing such, employees, contractors, or any individual communicating with, or generating Outputs through, the AI Agent, either by voice, text or otherwise.

1. “ Input(s)” means any data, information, instructions, materials transmitted by Customer’s Systems or otherwise uploaded, captured or provided by the End User, whether through chat, voice calls, or any other communication method.

1. “ Intellectual Property Rights” means copyrights, trademark rights, trade names, service marks, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now or hereafter come into existence and all renewals and extensions thereof.

1. “ System Generic Materials” means templates, scripts, intents, classifiers, documentation, and other materialsincluded in the Services.

1. “ Order Form” means the ordering document specifying the commercial terms and Service specifications, including the fees, Credit allocation, which is entered into between the parties and incorporates this Agreement by reference.

1. “ Output(s)” means results, content, data, or information generated by the AI Agent in response to Inputs during a communicative interaction with the End User (however excluding the synthetic voice).

1. “ Platform” means Kali AI's proprietary infrastructure, including integrations, models, algorithm, applications, tools, and systems used to offer the Services.

1. “ Professional Services” means the additional professional services, including set up services, configuration, implementation and training services, provided to Customer, to the extent applicable, as described in the Order Form.

1. “ Third Party Systems” means applications, platforms, AI models (pre-trained models, trained models), voice models (including both TTS and STT models), technologies, large language models (“LLM”) providers, generative AI providers, machine learning models, automated decision-making technologies, natural language processing (NLP) tools, automatic speech recognition tools and providers (ARS), cloud infrastructure providers, and communication platforms.

1. “ Analytics Information” means analytic, statistic, measurement data and telemetry information collected by Kali AI and relating to Customer’s use, of the Platform and Services and AI Agent; such data may include the click stream data, mouse movement, session recording, bugs, errors, crash data, analytics, access logs, time and duration of use, intent classifications, categorized used, and successful or unsuccessful actions.

1. “ Kali AI” means the entity signing the Order Form.

1. “ Kali AI Technology” means (i) the AI system on which the Platform and Services are based, including conversational AI technology, prompt engineering, fine tuning, source coding of Third-Party Systems; (ii) machine learning models, model weights, trained model, machine learning algorithms and parameters, predictions, automation code; and (iii) the AI Agent’s interpretation of written or oral instruction, decisions made, processes, recommendation technically provided, configuration, action initiated or executed by the AI Agent, however excluding Customer Data and Inputs.

APPLICABLE ADDENDUMS AND EXHIBITS:

• Data Processing Agreement - /legal/dpa
• Data Act Addendum - /legal/data-act
• DORA Addendum - /legal/dora
• Acceptable Use Policy - /legal/aup
• Service Level Agreement - /legal/sla