Effective Date: February 1, 2026
Last Updated: February 1, 2026

TABLE OF CONTENTS

1. Acceptance of Terms
2. Definitions
3. Eligibility and Account Registration
4. Description of Services
5. Data Collection and Privacy
6. AI Technology and Limitations
7. Database Accuracy and Disclaimers
8. User Responsibilities and Conduct
9. Intellectual Property Rights
10. Third-Party Content and Services
11. Fees and Payment Terms
12. Service Modifications and Availability
13. Term and Termination
14. Beta/MVP Service Disclosure
15. Medical Device Industry Compliance
16. Warranties and Disclaimers
17. Limitation of Liability
18. Indemnification
19. Dispute Resolution and Arbitration
20. Governing Law and Jurisdiction
21. International Use and Export Controls
22. General Terms
23. Contact Information

1. ACCEPTANCE OF TERMS

1.1 Agreement to Terms

Welcome to Kumello! These Terms of Service (“Terms”) constitute a legally binding agreement between you (whether personally or on behalf of an entity) and Kumello Inc. (“Kumello,” “we,” “us,” or “our”) concerning your access to and use of the Kumello platform, website (kumello.com), mobile applications, and all related services (collectively, the “Services”).

BY ACCESSING, BROWSING, OR USING THE SERVICES IN ANY MANNER, INCLUDING BUT NOT LIMITED TO:

• Creating an account

• Clicking “I Agree” or “Accept”

• Accessing any content or functionality

• Using any features or tools

YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ALL POLICIES INCORPORATED BY REFERENCE.

1.2 Additional Terms

Certain Services may be subject to additional terms, conditions, policies, or guidelines (“Additional Terms”), which will be made available to you in connection with such Services. All Additional Terms are incorporated by reference into these Terms.

1.3 Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website with a new “Last Updated” date.

• Sending email notification to your registered email address (if applicable)

• Displaying an in-app notification upon your next login

Your continued use of the Services after such modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately discontinue use of the Services.

1.4 Refusal of Service

If you do not agree to these Terms or any modifications thereto, you may not access or use the Services. We reserve the right to refuse service to anyone for any lawful reason at our sole discretion.

2. DEFINITIONS

For purposes of these Terms, the following definitions apply:

1. “Account” means the unique account you create to access and use the Services.

2. “AI Technology” means the artificial intelligence algorithms, machine learning models, and automated systems used by Kumello to provide matching, recommendations, and other intelligent features.

3. “Company Database” means Kumello’s proprietary curated database of medtech companies, which currently contains information on approximately 30,000+ medical device manufacturers, distributors, and other medtech entities.

4. “Confidential Information” means any non-public information disclosed by one party to the other in connection with the Services.

5. “Content” means any text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, uploaded, or displayed through the Services.

6. “Customer Data” means all data and information you provide or upload to the Services, including company profiles, search criteria, communications, and usage data.

7. “Medical Device” has the meaning set forth in applicable laws and regulations, including the U.S. Food, Drug, and Cosmetic Act, the Canadian Medical Devices Regulations, the Canadian Food and Drugs Act and the EU Medical Device Regulation (MDR).

8. “Medtech Industry” means the medical technology, medical device, healthcare technology, and related industries.

9. “Partnership Opportunities” means potential business relationships, collaborations, distribution agreements, or other commercial partnerships identified through the Services.

10. “Services” means Kumello’s platform that consolidates and organizes global medtech data and provides AI- driven matching for identifying and connecting with potential business partners in the medtech industry, including all features, functionality, and content made available through our website, applications, and related services.

11. “User Content” means any Content that you or other users submit, post, upload, or otherwise make available through the Services.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility Requirements

To use the Services, you must:

Be at least 18 years of age or the age of majority in your jurisdiction (whichever is greater) Have the legal capacity to enter into a binding contract

Not be prohibited from using the Services under applicable law Not have been previously suspended or removed from the Services by Kumello

3.2 Account Registration

To access certain features of the Services, you must register for an account by providing:

• Your full legal name

• A valid email address

• Company name and information (if applicable)

• Other information as requested during the registration process

You agree to:

• Provide accurate, current, and complete information during registration

• Maintain and promptly update your account information to keep it accurate and complete

• Accept all risks of unauthorized access to your account and the information you provide

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials (username and password)

• All activities that occur under your account

• Immediately notifying Kumello of any unauthorized use of your account or other security breach

You acknowledge that Kumello will not be liable for any loss or damage arising from your failure to protect your account credentials.

3.4 Account Ownership

Accounts are personal to you and may not be transferred, sold, or assigned to any other person or entity without Kumello’s prior written consent.

3.5 Corporate/Business Accounts

If you are using the Services on behalf of a company or other legal entity:

You represent and warrant that you have the authority to bind that entity to these Terms References to “you” in these Terms refer to both you individually and the entity you represent The entity agrees to be bound by these Terms

4. DESCRIPTION OF SERVICES

4.1 Platform Overview

Kumello consolidates and organizes global medtech data and provides an AI-driven platform designed to help medical device manufacturers, distributors, and other medtech professionals identify and connect with potential business partners. The Services include:

4.1.1 AI-Powered Matching

• Algorithmic matching based on your criteria, needs, and preferences
• Intelligent recommendations for potential partnership opportunities
• Analysis of compatibility between your company and potential partners

4.1.2 Company Database Access

• Access to Kumello’s curated database of 30,000+ medtech companies Company profiles including contact information, product lines, geographic presence, and other relevant business information
• Search and filter functionality to identify companies meeting your specific criteria

4.1.3 Outreach Tools

• Tools to initiate contact with potential partners through the platform
• Communication tracking and management features
• Templates and guidance for effective partnership outreach

4.1.4 Analytics and Insights

• Dashboard displaying your activity, matches, and engagement metrics
• Insights into partnership trends and opportunities in the medtech industry
• Performance tracking for your outreach campaigns

4.2 Service Availability

While we strive to provide continuous service availability, we do not guarantee that:

• The Services will be uninterrupted, timely, secure, or error-free

• The results obtained from the Services will be accurate or reliable

• The quality of any products, services, information, or other material obtained through the Services will meet your expectations

4.3 Service Evolution

The Services are continuously evolving. Kumello reserves the right to:

• Add, modify, or remove features and functionality

• Change the scope or nature of the Services

• Implement new technologies or methodologies

We will make reasonable efforts to notify users of material changes to core functionality, but we do not guarantee that the functionality or features provided when you signed up will remain the same in the future.

5. DATA COLLECTION AND PRIVACY

5.1 Privacy Policy

Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Services, you consent to the practices described in our Privacy Policy.

Please review our Privacy Policy at: www.kumello.com/privacy-policy

5.2 Types of Data Collected

We collect several types of data to provide and improve the Services:

5.2.1 Account Information

• Name, email address, company name, job title
• Contact details and professional information
• Account credentials and authentication data

5.2.2 Usage Data

• Pages visited, features used, time spent on platform
• Search queries, filters applied, companies viewed
• Clicks, interactions, and engagement patterns
• Device information, IP address, browser type

5.2.3 Communication Data

• Messages sent through the platform
• Correspondence with potential partners
• Feedback and support requests

5.2.4 Business Information

• Company details, product information, target markets
• Partnership criteria and preferences
• Strategic objectives and business needs

5.3 Data Use and Purpose

We use your data to:

Provide, maintain, and improve the Services

Train and enhance our AI algorithms and matching technology Generate analytics and insights Communicate with you about the Services Ensure platform security and prevent fraud Comply with legal obligations

5.4 AI Training and Machine Learning

IMPORTANT: By using the Services, you acknowledge and agree that:

• Your usage patterns, interactions, and feedback may be used to train and improve our AI algorithms Aggregated and anonymized data derived from your use may be incorporated into our machine learning models

• This usage improves the matching accuracy and quality of recommendations for all users

We implement measures to protect your privacy, including:

• Anonymization of data used for AI training where possible

• Security controls to protect data from unauthorized access

• Compliance with applicable data protection laws

5.5 Data Sharing

We may share your data with:

• Third-party service providers who assist in operating the Services (e.g., AI technology partners, hosting providers, analytics services)

• Business partners when you use the Services to connect with them

• Legal authorities when required by law or to protect our rights

• Acquirers in the event of a merger, acquisition, or sale of assets

5.6 International Data Transfers

The Services involve storage and processing of data in multiple jurisdictions. By using the Services:

• You consent to the transfer of your data to Canada, the United States, and other countries where Kumello or its service providers operate

• You acknowledge that data protection laws in these jurisdictions may differ from those in your location

• You accept the risks associated with international data transfers

5.7 Data Retention

We retain your data for as long as necessary to:

• Provide the Services to you

• Comply with legal obligations

• Resolve disputes and enforce our agreements

• Support legitimate business purposes

For specific retention periods, please refer to our Data Retention Policy.

5.8 Your Data Rights

Depending on your jurisdiction, you may have rights to:

• Access your personal data

• Correct inaccurate data

• Request deletion of your data

• Object to certain data processing activities

• Export your data in a portable format

• Withdraw consent for data processing

To exercise these rights, contact us at privacy@kumello.com.

6. AI TECHNOLOGY AND LIMITATIONS

6.1 Nature of AI Technology

The Services utilize artificial intelligence, machine learning algorithms, and automated decision-making systems to provide matching recommendations and insights. You acknowledge and agree that:

6.1.1 Algorithmic Recommendations

• AI matches are based on algorithmic analysis of multiple factors
• Recommendations are suggestions, not guarantees of successful partnerships
• AI predictions have inherent limitations and may not always be accurate

6.1.2 Learning Systems

• Our AI systems continuously learn and improve from user interactions
• The quality of matches may improve over time as the system accumulates more data
• Early-stage recommendations may be less refined than those generated after extended system use

6.1.3 No Human Verification

• AI-generated matches are produced automatically without individual human review
• We do not manually verify each match or recommendation
• Automated outputs may contain errors, inconsistencies, or inappropriate suggestions

6.2 AI Disclaimers and Limitations

6.2.1 No Guarantee of Accuracy

Kumello makes no representation or warranty that:

• AI matching algorithms will be accurate, complete, or reliable

• Recommended partners will be suitable for your specific needs

• Partnership opportunities will materialize into successful business relationships

• AI-generated insights will be free from errors or omissions

6.2.2 Not Professional Advice

The Services, including all AI-generated recommendations, do not constitute:

• Legal advice or guidance

• Financial advice or recommendations

• Regulatory compliance consulting

• Business strategy consulting

• Any form of professional advice

You should consult qualified professionals before making business decisions based on Services recommendations.

6.2.3 Bias and Fairness

Despite our efforts to develop fair AI systems:

• Algorithmic outputs may reflect biases present in training data

• Some companies or partnership types may be over- or under-represented in recommendations

• Perfect fairness and neutrality cannot be guaranteed in automated systems

• We are committed to monitoring and improving our algorithms to minimize bias but make no guartntees or assurances of the same

6.3 User Responsibility for AI Outputs

You acknowledge and agree that:

• You are solely responsible for evaluating AI-generated recommendations

• You must conduct your own due diligence on all potential partners

• You should not rely exclusively on AI matches without independent verification

• Kumello has no obligation to verify the accuracy of AI outputs

6.4 Third-Party AI Services

The Services may incorporate AI technology provided by third-party vendors. You acknowledge that:

• Third-party AI services have their own limitations and terms Kumello does not control third-party AI algorithms or their outputs

• Third-party AI providers may have access to certain data processed through their systems

• Performance and availability of AI features may depend on third-party services

6.5 AI Technology Changes

We reserve the right to:

• Modify, update, or replace AI algorithms at any time

• Implement new AI technologies or methodologies

• Change how AI recommendations are generated or displayed

• Discontinue certain AI features or functionality

• Such changes may affect the nature and quality of recommendations you receive.

7. DATABASE ACCURACY AND DISCLAIMERS

7.1 Company Database Overview

Kumello maintains a curated database of medtech companies. You acknowledge and understand the following limitations:

7.1.1 Data Sources

Our database is compiled from:

• Publicly available information
• Third-party data providers
• User-submitted information
• Web scraping and automated data collection
• Industry directories and databases

7.1.2 No Verification Obligation

Kumello is under no obligation to:

• Verify the accuracy of information in the database

• Confirm that companies are still in business

• Validate contact information

• Update information in real-time

• Investigate the reputation or financial stability of listed companies

7.2 Database Accuracy Disclaimers

7.2.1 Information May Be Outdated

Company information may be:

• Outdated or superseded by more recent information

• Based on historical data that no longer reflects current status

• Collected months or years before you access it

Companies may have changed their:

• Business focus or product lines

• Contact information or physical addresses

• Ownership structure or corporate status

• Regulatory status or certifications

• Geographic markets or distribution networks

7.2.2 Information May Be Incomplete

Database entries may lack:

• Current contact details

• Complete product listings

• Full company history

• Recent developments or changes

• Accurate financial information

7.2.3 Information May Be Inaccurate

Despite reasonable efforts to maintain database quality:

• Contact details may be wrong or disconnected

• Company names may be misspelled or outdated

• Business descriptions may be inaccurate

• Regulatory status may be misrepresented

• Geographic information may be incorrect

7.2.4 Third-Party Data Limitations

Information from third-party sources:

• May be subject to errors in the original source

• May be misinterpreted during data collection

• May have licensing restrictions on accuracy guarantees

• Is provided “as is” without warranty from the source

7.3 No Endorsement or Recommendation

Inclusion in the Kumello database does not constitute:

• An endorsement or recommendation by Kumello

• Verification of business legitimacy or financial stability

• Confirmation of regulatory compliance or good standing

• Any representation about the quality of products or services

• Advice to enter into business relationships with the company

7.4 User Responsibility for Verification

YOU ARE SOLELY RESPONSIBLE FOR:

• Verifying all information before relying on it

• Conducting independent due diligence on potential partners

• Confirming contact information before reaching out

• Investigating the reputation and compliance status of companies

• Validating that companies are appropriate for your needs

7.5 No Liability for Database Errors

Kumello shall not be liable for any losses, damages, or consequences arising from:

• Inaccurate, incomplete, or outdated database information

• Reliance on database content in making business decisions

• Failed partnerships or business opportunities due to database errors

• Time or resources spent pursuing inappropriate matches

• Damage to reputation from contacting unsuitable companies

7.6 Database Updates

While we strive to maintain current information:

• We do not guarantee regular updates to database entries

• Update frequency varies by company and data source

• Some information may not be updated for extended periods

• You should independently verify all information before use

7.7 User-Submitted Corrections

If you identify inaccurate information, you may:

• Report errors to support@kumello.com

• Suggest corrections or updates

• Provide more current information

However:

• Kumello has no obligation to implement suggested corrections

• Corrections may take time to review and process

• Not all suggested changes will be accepted

8. USER RESPONSIBILITIES AND CONDUCT

8.1 Appropriate Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to use the Services:

8.1.1 Prohibited Activities

• To violate any applicable local, state, national, or international law or regulation

• To infringe upon or violate our intellectual property rights or the intellectual property rights of others

• To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate

• To submit false or misleading information

• To upload or transmit viruses, malware, or other malicious code

• To spam, phish, scrape, or harvest user data without authorization

• To interfere with or disrupt the Services or servers or networks connected to the Services

• To attempt to gain unauthorized access to any portion of the Services

• To reverse engineer, decompile, or disassemble any part of the Services

8.1.2 Business Conduct

• To use the Services to compete with Kumello or develop competing products

• To resell, sublicense, or redistribute access to the Services without authorization

• To use automated systems (bots, scrapers) to access the Services without permission

• To extract or export the Company Database for use outside the platform

• To create derivative databases using Kumello’s data

8.2 Due Diligence Obligations

Before entering into any business relationship facilitated through the Services, you must:

8.2.1 Independent Investigation

• Conduct thorough due diligence on potential partners

• Verify company legitimacy, financial stability, and business reputation

• Confirm regulatory compliance and good standing

• Investigate any red flags or concerns

• Validate contact information and business addresses

8.2.2 Regulatory Compliance

• Ensure potential partners comply with applicable medical device regulations

• Verify proper licenses, registrations, and certifications

• Confirm adherence to quality management system requirements (ISO 13485, FDA QSR, etc.)

• Check for FDA warning letters, recalls, or enforcement actions

• Verify compliance with anti-corruption laws (FCPA, UK Bribery Act, etc.)

8.2.3 Financial Verification

• Assess financial viability and creditworthiness

• Verify insurance coverage and financial guarantees

• Review references and past business relationships

• Evaluate operational capabilities and capacity

8.3 Compliance with Laws

You are responsible for ensuring that your use of the Services complies with:

• Medical device regulations in all relevant jurisdictions

• Anti-corruption and anti-bribery laws Export control and sanctions regulations

• Data protection and privacy laws Antitrust and competition laws

• Securities laws (if applicable)

• Contract law and commercial regulations

8.4 User Content Standards

Any content you submit or upload to the Services must:

• Be accurate and not misleading

• Not contain false or defamatory statements

• Not infringe third-party intellectual property rights

• Not contain confidential information of third parties without authorization

• Comply with applicable laws and regulations

• Not contain malicious code or harmful components

8.5 Communications Through Platform

When communicating with other users through the Services:

• Maintain professional and respectful conduct

• Do not make false claims about your company or products

• Do not share misleading information about partnership opportunities

• Respect confidentiality and proprietary information

• Comply with anti-spam laws and communication regulations

8.6 Reporting Violations

You agree to report to Kumello any violations of these Terms or suspicious activity that you become aware of, including:

• Fraudulent or deceptive behavior by other users

• Attempts to circumvent security measures

• Misuse of platform features

• Suspected data breaches or security incidents

8.7 Consequences of Violations

Violation of these Terms may result in:

• Immediate suspension or termination of your account

• Removal of content or features

• Legal action to recover damages

• Reporting to law enforcement authorities

• Permanent ban from the Services

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Kumello Intellectual Property

The Services and all content, features, and functionality (including but not limited to information, software, text, displays, images, video, audio, design, selection and arrangement) are owned by Kumello, its licensors, or other providers of such material and are protected by:

• Copyright laws

• Trademark laws

• Patent laws

• Trade secret laws

• Other intellectual property rights and unfair competition laws

9.2 Limited License to Users

Subject to your compliance with these Terms, Kumello grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Services for your internal business purposes

• View and interact with content made available through the Services

• Use the Services’ features and functionality as intended

This license does not include any right to:

• Copy, modify, distribute, sell, or lease any part of the Services

• Reverse engineer or attempt to extract the source code

• Create derivative works based on the Services

• Use the Services for any commercial purpose not expressly authorized

9.3 Kumello Trademarks

“Kumello” and all related marks, logos, and service marks are trademarks or registered trademarks of Kumello Inc. You may not use these marks without Kumello’s prior written permission. All other trademarks and service marks appearing on the Services are the property of their respective owners.

9.4 User Content License

When you submit, post, or upload content to the Services (“User Content”), you grant Kumello a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to:

• Use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Services

• Make User Content available to other users as part of the Services functionality

• Use User Content to improve and enhance the Services

• Use User Content for marketing and promotional purposes (with your consent)

9.5 User Content Representations

You represent and warrant that:

• You own or have the necessary rights to the User Content you submit

• Your User Content does not infringe third-party intellectual property rights

• You have obtained all necessary permissions and consents for User Content

• Your User Content complies with these Terms and applicable laws

9.6 Company Database Rights

The Company Database represents significant investment and is protected as:

• A compilation under copyright law

• A database under applicable database rights laws

• Confidential and proprietary information of Kumello

• Trade secret information where applicable

You may not:

• Extract, download, or export the database or substantial portions thereof

• Create competing databases using Kumello’s data

• Systematically scrape or harvest data from the Services

• Use the database for purposes outside the intended platform functionality

9.7 AI Technology Rights

All AI algorithms, models, training data, and related intellectual property developed or used by Kumello remain Kumello’s exclusive property. You acquire no rights to:

• The underlying AI technology or algorithms Training data or model weights

• AI-generated outputs beyond their use within the Services

• Any improvements or enhancements to the AI systems

9.8 Feedback and Suggestions

If you provide Kumello with any feedback, suggestions, or ideas about the Services (“Feedback”):

• Kumello has no obligation to keep Feedback confidential Kumello may use Feedback without restriction or compensation to you

• You assign all rights in Feedback to Kumello Kumello may incorporate Feedback into the Services without attribution

9.9 DMCA Notice

If you believe that content on the Services infringes your copyright, please send a DMCA notice to:

Copyright Agent Kumello Inc. legal@kumello.com

Your notice must include:

• Identification of the copyrighted work claimed to be infringed Identification of the allegedly infringing material Your contact information

• A statement that you have a good faith belief that the use is not authorized A statement that the information in the notice is accurate Your physical or electronic signature

10. THIRD-PARTY CONTENT AND SERVICES

10.1 Third-Party Services Integration

The Services may integrate with, link to, or utilize third-party services, including, but are not limited to:

• AI technology providers (Last Rev, AnswerAI)

• Payment processors (Stripe)

• Hosting platforms like AWS or Azure

• Email service providers

• Analytics platforms

• Communication tools

• Data providers

10.2 No Control Over Third Parties

Kumello does not control and is not responsible for:

• The availability, accuracy, or reliability of third-party services

• The content, policies, or practices of third-party services

• Any harm resulting from your use of third-party services

• Changes to third-party services that affect functionality of the Services

10.3 Third-Party Terms

Your use of third-party services may be subject to additional terms and conditions imposed by those third parties. You are responsible for reviewing and complying with any applicable third-party terms.

10.4 Third-Party Links

The Services may contain links to third-party websites or resources. These links are provided for convenience only and do not constitute:

• Endorsement of the linked website or its content

• Any association with the website’s operators

• Verification of information on the linked website

• Responsibility for the linked website’s availability or accuracy

10.5 Data Sharing with Third Parties

As described herein and in our Privacy Policy, we may share data with third-party service providers. You acknowledge that:

• Third parties may have access to your data as necessary to provide services

• Third-party data handling is subject to their own privacy policies

• Kumello cannot guarantee the security practices of third parties

• You should review third-party privacy policies before using integrated services

10.6 Third-Party Company Information

Information about companies in our database may be sourced from third parties. Kumello makes no representations about:

• The accuracy of third-party sourced information

• The reliability of third-party data providers

• The currency or completeness of third-party data

11. FEES AND PAYMENT TERMS

11.1 Subscription Plans

Kumello offers various subscription plans with different features, limitations, and pricing. Current subscription information is available at kumello.com/pricing.

11.2 Free Trial

We may offer free trial periods for new users. Free trials:

• Are limited to one per user/company

• May have restricted features or functionality

• Automatically convert to paid subscriptions unless cancelled

• Are subject to additional terms communicated at signup

11.3 Fees and Billing

11.3.1 Payment Authorization

By providing payment information, you:

• Authorize Kumello to charge your payment method for all fees

• Represent that you have authority to use the payment method

• Agree to pay all charges at the prices in effect when incurred

• Are responsible for all taxes, duties, and government charges

11.3.2 Billing Cycle

Subscriptions are billed:

• Monthly or annually as selected at signup

• In advance for the upcoming billing period

• Automatically on your billing date each period

• In the currency specified at signup

11.3.3 Payment Processing

All payments are processed through our third-party payment processor (Stripe) Payment processing is subject to the processor’s terms and conditions

• Kumello does not store complete payment card information
• Payment processing may involve international transactions

11.4 Price Changes

Kumello reserves the right to:

• Change subscription prices at any time

• Offer promotional pricing or discounts

• Modify or discontinue pricing plans

• For existing subscriptions:

• Price changes will not affect your current billing cycle

• You will be notified at least 30 days before any price increase

• New prices will apply upon your next billing cycle

• You may cancel before the next billing cycle if you do not accept new pricing

11.5 Failed Payments

If payment fails:

• We will attempt to process payment multiple times

• You will receive email notifications of payment failure

• Access to the Services may be suspended after repeated failures

• Your account may be terminated after extended non-payment

• You remain responsible for all unpaid fees

11.6 Refund Policy

11.6.1 General Policy

All fees are non-refundable except as:

• Required by applicable law

• Explicitly stated in these Terms

• Approved at Kumello’s sole discretion

11.6.2 Pro-Rata Refunds

If Kumello terminates your account for reasons other than your breach of these Terms, you may be eligible for a pro-rata refund of prepaid fees for the unused portion of your subscription period.

11.6.3 Disputed Charges

If you believe you have been incorrectly charged, contact us at billing@kumello.comwithin 30 days. We will investigate and, if we agree, provide appropriate refunds or credits.

11.7 Taxes

You are responsible for all taxes (excluding taxes based on Kumello’s income) associated with your use of the Services. If Kumello is required to collect or pay taxes, they will be charged to you in addition to subscription fees.

11.8 Payment Information Security

We use industry-standard security measures to protect payment information. However:

• We cannot guarantee absolute security of payment data

• You should protect your account credentials

• You are responsible for unauthorized charges resulting from your failure to protect account access

12. SERVICE MODIFICATIONS AND AVAILABILITY

12.1 Right to Modify Services

Kumello reserves the right at any time to:

• Modify, suspend, or discontinue the Services (or any part thereof)

• Add, remove, or change features and functionality

• Implement new technologies or methodologies

• Update the user interface or user experience

• Change system requirements or compatibility

12.2 No Obligation to Maintain Features

We have no obligation to:

• Maintain any particular feature or functionality

• Provide advance notice of non-material changes

• Continue offering any specific service component

• Support legacy features after upgrades

12.3 Material Changes

For material changes that significantly reduce functionality, we will:

• Provide reasonable advance notice (typically 30 days)

• Communicate changes via email and in-app notifications

• Offer reasonable opportunity to export your data

• Consider user feedback where practical

12.4 Service Availability

While we strive for high availability, we do not guarantee that:

• The Services will be available at all times

• Access will be uninterrupted or error-free

• Services will be compatible with all devices or browsers

• Performance will meet your specific requirements

12.5 Maintenance and Downtime

The Services may be temporarily unavailable due to:

• Scheduled maintenance (we will provide advance notice when possible)

• Emergency maintenance or security updates Infrastructure failures or technical issues

• Third-party service outages

• Force majeure events

12.6 Beta Features

We may offer beta, pilot, or experimental features that:

• Are provided “as is” with no warranties

• May be modified or discontinued without notice

• May not function as intended Should not be used for mission-critical purposes

• May be subject to additional terms

12.7 No Liability for Modifications

Kumello shall not be liable for any:

• Consequences resulting from service modifications

• Loss of functionality or features Disruption to your business due to changes

• Costs associated with adapting to service modifications

• Incompatibility with your systems after updates

13. TERM AND TERMINATION

13.1 Term

These Terms commence when you first access or use the Services and continue until terminated in accordance with this Section.

13.2 Subscription Term

If you subscribe to paid Services:

• Your subscription begins on the date of purchase

• The subscription continues for the selected billing period (monthly or annual)

• The subscription automatically renews unless cancelled

• You may cancel at any time, effective at the end of the current billing period

13.3 Cancellation by User

13.3.1 How to Cancel

You may cancel your subscription at any time by:

• Using the account settings interface on the platform

• Contacting customer support at support@kumello.com

• Following instructions provided in your account dashboard

13.3.2 Effect of Cancellation

Upon cancellation:

• Access continues until the end of your current billing period

• No refund is provided for the remaining billing period

• Automatic renewal is disabled

• Your account converts to a free tier (if available) or is deactivated

13.4 Termination by Kumello

13.4.1 For Cause

Kumello may immediately terminate or suspend your access if you:

• Breach any provision of these Terms

• Engage in fraudulent or illegal activity

• Violate intellectual property rights Misuse the Services or harm other users

• Fail to pay applicable fees

• Provide false information during registration

13.4.2 Without Cause

Kumello may terminate your access to the Services for any reason or no reason, with or without notice. If we terminate without cause:

• We will provide reasonable advance notice (typically 30 days)

• You may be eligible for a pro-rata refund of prepaid fees

• You will have opportunity to export your data

If you are terminated for cause such as a breach of this Agreement then access will be terminated immediately, you will have no rights to any refund nor will you be able to log-in nor export any data.

13.5 Effect of Termination

Upon termination of your account:

13.5.1 Access Termination

• Your right to access and use the Services immediately ceases

• Your account and all associated data may be deleted

• You lose access to any User Content stored on the platform

• Any outstanding fees become immediately due and payable

13.5.2 Data Export

• You should export your data before termination

• After termination, we may delete your data according to our retention policies

• We may, at our discretion, provide limited time to export data after termination

• Kumello has no obligation to maintain or provide data after termination

13.5.3 No Refunds

• Termination does not entitle you to refunds except as specified in Section 11.6

• You remain responsible for all fees incurred prior to termination

• Outstanding charges will be processed according to normal billing procedures

13.6 Survival

The following provisions survive termination of these Terms:

• Sections 9 (Intellectual Property)

• Section 11 (Fees and Payment - for amounts owed)

• Section 16 (Warranties and Disclaimers)

• Section 17 (Limitation of Liability) Section 18 (Indemnification)

• Section 19 (Dispute Resolution)

• Section 20 (Governing Law)

• Section 22 (General Terms)

• Any other provisions that by their nature should survive

14. BETA/MVP SERVICE DISCLOSURE

14.1 Minimum Viable Product Status

You acknowledge and agree that:

• Kumello is a newly launched platform in its MVP (Minimum Viable Product) stage

• Services are continuously evolving and being refined based on user feedback

• Features and functionality may be limited compared to mature platforms

• The Services may contain bugs, errors, or incomplete features

14.2 Expected Service Limitations

As an early-stage platform, you may experience:

• Limited feature availability compared to future versions

• Occasional technical issues or service interruptions

• Changes to core functionality as we refine the product

• Incomplete documentation or user guides

• Slower response times for support inquiries during high-demand periods

14.3 User Expectations

You should understand that:

• The platform is not yet feature-complete

• Some promised features may be “coming soon” rather than immediately available

• Your experience may differ from more mature competing platforms

• Significant changes may occur as we respond to user feedback

• Early users are helping to shape the product’s evolution

14.4 No Performance Guarantees

During the MVP phase:

• We do not guarantee specific performance levels or uptime

• Service availability may be lower than established platforms

• Support response times may vary

• Feature requests may not be immediately addressed

• Bugs and issues may take time to resolve

14.5 Data Protection During Beta

While we implement reasonable security measures:

• You should not store mission-critical data solely on the platform during MVP phase

• We recommend maintaining backup copies of important information

• Data loss, though unlikely, is possible during this development stage

• You accept the risks associated with using an MVP service

14.6 Feedback and Improvement

As an MVP user:

Your feedback is valuable and welcomed

• We encourage reporting of bugs and issues

• Feature suggestions are considered but not guaranteed to be implemented

• You may be contacted for user research or feedback sessions

• Your participation helps improve the platform for all users

14.7 Evolution Disclaimer

Kumello may:

• Pivot or significantly change the business model

• Discontinue features that do not meet user needs

• Consolidate or expand functionality based on learnings

• Make substantial changes to the platform architecture

• Modify pricing or business terms as the product matures

14.8 MVP Acceptance

By using the Services during this MVP phase, you:

• Accept the inherent risks and limitations of an early-stage platform

• Agree to use the Services “as is” with current limitations

• Understand that the platform may not meet all your needs

• Acknowledge that reliability may be lower than mature alternatives

• Waive claims related to MVP-stage limitations and issues

15. MEDICAL DEVICE INDUSTRY COMPLIANCE

15.1 Regulatory Complexity

The medical device industry is subject to extensive regulation. You acknowledge that:

• Different jurisdictions have different regulatory requirements

• Regulatory compliance is complex and constantly evolving Kumello does not provide regulatory compliance advice or verification

• You are solely responsible for ensuring regulatory compliance in your business activities

15.2 No Regulatory Verification

Kumello does NOT verify whether companies in our database:

• Hold necessary regulatory approvals (FDA 510(k), PMA, EU CE Mark, etc.) in any jurisdiction

• Maintain valid registrations and listings Comply with Quality System regulations (QSR, ISO 13485, etc.) or other similar requirements

• Adhere to Good Manufacturing Practices (GMP)

• Have received FDA approvals, warning letters or enforcement actions

• Are subject to recalls, corrections, or removals

• Maintain proper import/export licenses

15.3 Due Diligence Requirement

Before partnering with any company identified through the Services, you MUST:

• Verify all regulatory approvals and clearances

• Confirm current registration status Review compliance history including FDA Form 483s and warning letters

• Assess quality management system compliance

• Verify proper licenses for manufacturing, distribution, or import/export

• Confirm adherence to applicable standards (ISO, IEC, ASTM, etc.)

• Evaluate post-market surveillance and vigilance procedures

15.4 No Compliance Guarantee

A company’s presence in our database does NOT indicate:

• Regulatory compliance or approval

• Such company actually does what they claim to do or the AI claims they may do

• Quality or safety of products

• Adherence to manufacturing standards

• Good standing with regulatory authorities

• Appropriate business practices

• Suitability as a business partner

15.5 Your Compliance Obligations

You remain solely responsible for:

• Ensuring your own regulatory compliance

• Conducting appropriate vendor qualification and audits

• Maintaining proper documentation and records

• Implementing adequate quality management systems

• Reporting adverse events and conducting recalls as required

• Adhering to all applicable medical device regulations

• Ensuring contractual partners meet regulatory requirements

15.6 Anti-Corruption Compliance

The medical device industry is subject to anti-corruption laws including:

• U.S. Foreign Corrupt Practices Act (FCPA) UK Bribery Act

• Similar laws in other jurisdictions

You agree to:

• Comply with all applicable anti-corruption laws

• Not use the Services to facilitate corrupt payments or practices

• Conduct appropriate due diligence on potential partners

• Report any suspected corruption or bribery to relevant authorities

• Maintain accurate books and records

15.7 Export Controls and Sanctions

Medical devices may be subject to:

• Export control regulations (EAR, ITAR, etc.)

• Economic sanctions and embargoes

• Restrictions on technology transfer

• Contain hazardous materials

• Controlled substances regulations

You are responsible for:

• Determining export classification of your products

• Obtaining necessary export licenses Screening partners against restricted party lists

• Ensuring end-use compliance

15.8 Device Classification Disclaimer

Kumello does not:

• Classify devices according to risk or regulatory requirements

• Determine whether products are medical devices under applicable laws

• Advise on appropriate regulatory pathways

• Interpret classification regulations

You should consult regulatory experts for device classification questions.

15.9 Clinical and Research Use

If you are involved in clinical trials or research:

• You must comply with IRB/Ethics Committee requirements

• You must obtain proper informed consent

• You must adhere to Good Clinical Practice (GCP) guidelines

• You must report adverse events appropriately

• You must maintain proper oversight and documentation

Kumello has no role in and no responsibility for clinical or research activities.

15.10 Marketing and Promotional Claims

You must ensure that:

• All marketing claims are truthful and not misleading

• Claims are supported by adequate scientific evidence Promotional materials comply with applicable regulations

• Off-label promotion is avoided where prohibited

• Advertising meets regulatory standards

Kumello is not responsible for reviewing or approving your marketing materials.

16. WARRANTIES AND DISCLAIMERS

16.1 AS-IS Provision

THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

To the fullest extent permitted by law, Kumello disclaims all warranties, whether express, implied, or statutory, including but not limited to:

16.1.1 Implied Warranties

• MERCHANTABILITY: No warranty that Services are suitable for commercial use

• FITNESS FOR PARTICULAR PURPOSE: No warranty that Services meet your specific needs

• NON-INFRINGEMENT: No warranty that Services don’t violate third-party rights

• TITLE: No warranty of clear title or ownership

• ACCURACY: No warranty regarding accuracy of information or recommendations

• COMPLETENESS: No warranty that Services provide comprehensive solutions

• RELIABILITY: No warranty of consistent performance or results

16.1.2 Service-Specific Disclaimers

• AI Accuracy: No warranty that AI recommendations are accurate or reliable

• Database Quality: No warranty regarding accuracy or currentness of company data

• Partnership Success: No warranty that partnerships will be successful or beneficial

• Availability: No warranty of uninterrupted or error-free service

• Security: No warranty that the Services are completely secure

• Compatibility: No warranty of compatibility with all systems or devices

16.2 No Professional Services

The Services do not constitute:

• Legal advice or legal services

• Business consulting or strategic advice

• Regulatory compliance consulting

• Financial advisory services

• Any form of professional services requiring licensure

YOU SHOULD CONSULT QUALIFIED PROFESSIONALS FOR BUSINESS, LEGAL, REGULATORY, AND FINANCIAL MATTERS.

16.3 Third-Party Warranties

Kumello makes no warranties regarding:

• Third-party services integrated into the platform

• Companies listed in our database

• AI technology provided by vendors

• Information sourced from third parties

• Links to external websites or resources

16.4 Forward-Looking Statements

Any statements about future features, functionality, or improvements:

• Are aspirational and not guaranteed

• May not materialize as described or at all

• Should not be relied upon in making business decisions

• Are subject to change without notice

16.5 Beta/MVP Warranties

As an MVP service:

• Features may be incomplete or experimental

• Performance may be unpredictable

• Changes may occur frequently and without notice

• Documentation may be incomplete or inaccurate

16.6 User Responsibility

You acknowledge and agree that:

• You are solely responsible for evaluating the Services’ suitability for your needs

• You assume all risks associated with using the Services

• You will not rely solely on the Services for critical business decisions

• You will conduct independent verification of all information

16.7 No Consequential Warranty

Kumello does not warrant that:

• Use of the Services will result in successful partnerships

• The Services will improve your business performance

• You will achieve any particular business outcome

• The Services will meet your expectations or requirements

16.8 Jurisdiction-Specific Disclaimers

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions:

• Our warranty disclaimers are limited to the extent permitted by law

• You may have additional rights that cannot be waived

• Statutory warranties may apply to the minimum extent required

16.9 No Waiver of Rights

Nothing in these Terms:

• Excludes liability that cannot be excluded by law

• Limits liability for fraud or fraudulent misrepresentation

• Affects statutory rights that cannot be waived

• Overrides mandatory consumer protection laws

17. LIMITATION OF LIABILITY

17.1 Maximum Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, KUMELLO’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES

SHALL NOT EXCEED THE GREATER OF:

1. THE TOTAL AMOUNT OF FEES YOU PAID TO KUMELLO IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR

2. $100 CAD

17.2 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KUMELLO BE LIABLE FOR ANY:

17.2.1 Indirect Damages, such as:

• Loss of profits or revenue

• Loss of business opportunity

• Loss of anticipated savings

• Loss of business value or goodwill

• Damage to reputation

17.2.2 Consequential Damages, such as:

• Losses resulting from service interruptions

• Costs of procurement of substitute services

• Downstream losses to third parties

• Business interruption losses

• Opportunity costs

17.2.3 Incidental or Special Damages, such as:

• Costs of investigating claims

• Administrative or overhead costs

• Lost time or productivity losses

• Costs of data recovery or reconstruction

17.2.4 Data-Related Damages, such as:

• Loss or corruption of data

• Failure to store or back up data

• Unauthorized access to data

• Data breaches or security incidents

EVEN IF KUMELLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.3 Specific Service Limitations

17.3.1 AI and Database Liability

Kumello shall not be liable for any losses arising from:

• Inaccurate AI recommendations or matches

• Errors, omissions, or outdated information in the Company Database

• Failed partnerships or business opportunities based on AI suggestions

• Reliance on database information without independent verification

• Time or resources spent pursuing unsuitable partners

17.3.2 Third-Party Liability

Kumello shall not be liable for:

• Actions or omissions of third-party service providers

• Performance or availability of third-party services Content or conduct of companies in our database

• Losses resulting from partnerships facilitated through the Services

• Breaches or defaults by business partners you identify through Kumello

17.3.3 Security and Data Protection

Kumello shall not be liable for:

• Unauthorized access to your account resulting from your failure to protect credentials

• Security breaches caused by vulnerabilities in third-party services

• Data losses resulting from user error or account deletion

• Consequences of international data transfers

17.4 Regulatory and Compliance Liability

Kumello shall not be liable for:

• Your failure to comply with medical device regulations

• Regulatory enforcement actions against you or your partners

• Losses resulting from partnering with non-compliant companies

• Violations of export control or sanctions laws Anti-corruption law violations or investigations

• Product recalls, field corrections, or adverse events

17.5 Basis of the Bargain

You acknowledge that:

• The limitation of liability is a fundamental element of the agreement between you and Kumello

• Kumello would not provide the Services without these limitations

• The fees charged reflect these limitations on liability

• You have the opportunity to obtain insurance to cover risks not covered by Kumello

17.6 Allocation of Risk

These limitations:

• Reflect a reasonable allocation of risk between you and Kumello

• Apply even if any limited remedy fails its essential purpose

• Apply regardless of the form of action (equity, contract, tort, negligence, strict liability, product liability, or otherwise)

• Apply to claims against Kumello, its affiliates, shareholders, officers, diretors, employees, agents, and contractors

17.7 Essential Purpose

The limitations and exclusions in this Section 17 apply even if:

• Any remedy provided in these Terms fails of its essential purpose

• Kumello has been advised of the possibility of damages

• The damages were foreseeable

• The cause of loss was within Kumello’s control

17.8 Exceptions

Nothing in these Terms shall limit Kumello’s liability for:

• Fraud or fraudulent misrepresentation

• Willful misconduct or gross negligence

• Violations of law that cannot be limited by contract

• Other liabilities that cannot be limited under applicable law

17.9 Multiple Claims

The limitations in this Section 17 apply:

• Separately to each claim or cause of action

• To all claims in the aggregate

• Regardless of whether multiple theories of liability exist

• Even if there are multiple claimants or class members

17.10 Jurisdiction-Specific Limitations

Some jurisdictions do not allow the limitation or exclusion of certain damages. In such jurisdictions:

• Our limitations are applied to the maximum extent permitted by law

• Statutory damages may apply to the minimum extent required

• You may have additional rights that cannot be waived

18. INDEMNIFICATION

18.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Kumello, its parent company, subsidiaries, affiliates, officers, shareholders, directors, employees, agents, licensors, and service providers (collectively, “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) arising out of or relating to:

18.1.1 Your Use of Services

• Your access to or use of the Services

• Your breach of these Terms

• Your violation of any law or regulation

• Your violation of any third-party right, including intellectual property, privacy, or publicity rights

18.1.2 Content and Conduct

• User Content you submit or transmit through the Services

• Your communications with other users

• Your business relationships formed through the Services

• False or misleading information you provide

18.1.3 Business Activities

• Your partnerships or business relationships with companies identified through the Services

• Your due diligence failures regarding potential partners

• Your failure to comply with medical device regulations

• Your violation of export controls, sanctions, or anti-corruption laws

• Product liability claims related to devices manufactured, distributed, or sold by you or your partners

18.1.4 Regulatory Matters

• Regulatory enforcement actions related to your activities

• Violations of medical device regulations (FDA, Health Canada, EU MDR, etc.)

• Quality system failures or deficiencies

• Adverse events, recalls, or field corrections

• Marketing or promotional claims you make

18.2 Defense Obligations

If you are obligated to indemnify Kumello under this Section:

• Kumello will promptly notify you of any claim subject to indemnification

• You will assume control of the defense and settlement of the claim

• You will not settle any claim without Kumello’s prior written consent if the settlement imposes obligations on Kumello

• Kumello may participate in the defense with its own counsel at its own expense

• You will cooperate with Kumello in the defense of any claim

18.3 Kumello’s Rights

Kumello reserves the right, at its own expense, to:

• Assume the exclusive defense and control of any matter subject to indemnification

• Approve settlement of any indemnified claim Participate in the defense at your expense if you fail to defend

• Seek contribution from you for any settlements or judgments paid

18.4 Exclusions from Indemnification

Your indemnification obligations do not extend to claims arising solely from:

• Kumello’s gross negligence or willful misconduct

• Kumello’s breach of these Terms

• Defects in the Services not caused by your misuse

• Kumello’s violation of applicable law

18.5 No Limitation on Other Remedies

Your indemnification obligations under this Section Are in addition to, and not in lieu of, any other remedies available to Kumello Survive termination of these Terms Are not subject to the limitation of liability in Section 17

19. DISPUTE RESOLUTION AND ARBITRATION

19.1 Informal Dispute Resolution

Before initiating arbitration or court proceedings, you agree to first attempt to resolve disputes informally by:

• Contacting Kumello at legal@kumello.com with a detailed description of the dispute

• Providing Kumello with 30 days to investigate and respond

• Engaging in good faith negotiations to resolve the matter

19.2 Binding Arbitration Agreement

19.2.1 Arbitration Requirement

YOU AND KUMELLO AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN YOU AND KUMELLO ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION, EXCEPT AS PROVIDED BELOW.

This arbitration agreement applies to:

• Contract disputes

• Tort claims

• Statutory claims

• Claims arising under federal, provincial, state or local law

• Claims that accrued before you agreed to these Terms

19.2.2 Exceptions to Arbitration

The following disputes are NOT subject to arbitration:

• Small claims court matters within the court’s jurisdiction

• Claims for injunctive or equitable relief to protect intellectual property rights

• Claims that cannot be arbitrated under applicable law

19.2.3 Class Action Waiver

YOU AND KUMELLO AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION.

You agree that:

• You may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action An arbitrator may not consolidate claims or preside over any form of representative proceeding

• An arbitrator has no authority to conduct a class arbitration

IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THE ENTIRE ARBITRATION AGREEMENT SHALL BE DEEMED NULL AND VOID.

19.3 Arbitration Procedures

19.3.1 Arbitration Rules

Arbitration shall be conducted by:

• ADR Institute of Canada, Inc. under its Arbitration Rules

• Or, if not available, another mutually agreed arbitration provider

• According to the provider’s rules in effect at the time of filing

19.3.2 Arbitration Location

Arbitration shall take place in:

• Toronto, Ontario, Canada for Canadian residents

• A mutually agreed location for international residents

• Virtually via videoconference if agreed by both parties

19.3.3 Arbitrator Selection

• One arbitrator shall be selected according to the provider’s rules

• The arbitrator must be neutral and impartial

• The arbitrator must have experience with technology and commercial disputes

19.3.4 Arbitration Costs

Each party bears its own attorneys’ fees and costs

• The arbitrator may award attorneys’ fees and costs to the prevailing party if authorized by law

19.4 Arbitration Award and Enforcement

19.4.1 Arbitrator Authority

The arbitrator shall have authority to:

• Grant any remedy available at law or in equity

• Issue awards of monetary damages and declaratory or injunctive relief

• Apply the limitation of liability provisions in these Terms

• Award attorneys’ fees and costs if permitted by law

The arbitrator shall NOT have authority to:

• Award punitive damages except where permitted by statute

• Award damages exceeding the limitation of liability in Section 17 (except for indemnification claims)

• Consolidate claims or conduct class proceedings

19.4.2 Finality

• The arbitrator’s decision is final and binding Either party may seek judicial enforcement of the award Judicial review of the award is limited as provided by law

• The award may be entered as a judgment in any court of competent jurisdiction

19.5 Modifications to Arbitration Terms

If Kumello makes material changes to this arbitration section:

• You will be notified per Section 22.2

• You may reject the changes by opting out within 30 days

• Continued use constitutes acceptance of the modified arbitration terms

19.6 Severability of Arbitration Provisions

If any portion of this arbitration section is found to be unenforceable:

• The remainder of the arbitration provisions remain in effect

• Exception: If the class action waiver is found unenforceable, the entire arbitration agreement is void

20. GOVERNING LAW AND JURISDICTION

20.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with:

• The laws of the Province of Ontario, Canada

• The federal laws of Canada applicable therein

• Without regard to conflict of law principles

• The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

20.2 Exclusive Jurisdiction

Subject to the arbitration provisions in Section 19, any legal action or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the courts located in Toronto, Ontario, Canada Federal courts with jurisdiction over Toronto, Ontario

20.3 Consent to Jurisdiction

You irrevocably:

• Submit to the personal jurisdiction of these courts

• Waive any objection to jurisdiction or venue

• Waive any claim that such courts are an inconvenient forum

• Consent to service of process by any means authorized by law

20.4 Injunctive Relief

Notwithstanding the arbitration provisions, either party may seek:

• Preliminary or permanent injunctive relief

• Equitable relief to protect intellectual property rights

• Emergency relief pending arbitration

• Such relief may be sought in any court of competent jurisdiction.

20.5 International Users

If you access the Services from outside Canada:

• You do so at your own risk and initiative

• You are responsible for compliance with local laws and you fully indemnify Kumello for failure to comply with such local laws

• You consent to the application of Ontario and Canadian law

• You submit to jurisdiction of Ontario courts as provided above

21. INTERNATIONAL USE AND EXPORT CONTROLS

21.1 Export Controls

The Services, and the data and technology underlying them, may be subject to export control laws and regulations, including but not limited to:

• Canadian Export Controls

• U.S. Export Administration Regulations (EAR)

• U.S. International Traffic in Arms Regulations (ITAR) if applicable

• International sanctions and embargoes

21.2 Export Compliance

You represent and warrant that you:

• Are not located in a country subject to comprehensive sanctions or embargoes

• Are not listed on any restricted party list (including U.S. Denied Persons List, Entity List, Specially Designated Nationals List)

• Will not use the Services in violation of any export control laws

• Will not export, re-export, or transfer data or technology in violation of applicable laws

21.3 Prohibited Destinations

You may not access or use the Services from, or provide access to users in:

• Countries subject to comprehensive U.S. or Canadian sanctions

• Any location where such use would violate applicable law

• Jurisdictions where Kumello has chosen not to offer Services

21.4 Jurisdiction-Specific Terms

Kumello makes no representation that the Services are appropriate, available, or legal for use in all locations. If you access the Services from outside Canada:

• You do so at your own initiative and risk

• You are responsible for compliance with local laws

• You are responsible for ensuring that your use of the Services complies with applicable laws in your jurisdiction

21.5 International Data Transfers

As described in herein, use of the Services involves international data transfers. By using Kumello:

• You consent to data being transferred to and processed in Canada, the United States, and other countries where Kumello or its service providers maintain facilities

• You acknowledge that privacy protections may differ from those in your jurisdiction

• You accept the risks associated with international data transfers

21.6 Sanctions Screening

Kumello reserves the right to:

• Screen users against restricted party lists and sanctions programs

• Block or terminate accounts if sanctions screening indicates a potential violation

• Restrict access from certain countries or IP addresses

• Take any action necessary to comply with export control and sanctions laws

21.7 User Responsibility

You are solely responsible for ensuring your use of the Services complies with all applicable export control and sanctions laws. Kumello disclaims all liability for your violations of such laws.

22. GENERAL TERMS

22.1 Entire Agreement

These Terms of Service, together with:

• The Privacy Policy (www.kumello.com/privacy-policy)

• The Data Retention Policy Any other policies or guidelines referenced herein

• Your subscription order or agreement (if applicable)

• constitute the entire agreement between you and Kumello regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings (whether oral, written, or electronic) regarding the subject matter herein.

22.2 Amendments to These Terms

22.2.1 Right to Modify

Kumello reserves the right to modify, amend, or update these Terms at any time at its sole discretion.

22.2.2 Notice of Changes

When we make material changes to these Terms, we will:

• Update the “Last Updated” date at the top of this document

• Send email notification to your registered email address (if you have an account)

• Display a prominent notice on the platform

• Provide at least 30 days’ notice for material changes that reduce your rights or increase your obligations

22.2.3 Acceptance of Changes

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must:

• Discontinue use of the Services immediately

• Cancel your subscription if applicable

• Export your data before the effective date of changes

22.2.4 Material vs. Non-Material Changes

• Material changes include modifications to pricing greater than 30% in a single year, liability limitations, dispute resolution, or material reduction in core functionality

• Non-material changes include updates for clarity, legal compliance, or minor feature changes

• Only material changes require advance notice

22.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator:

• The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable If modification is not possible, the invalid provision shall be severed from these Terms The remaining provisions shall continue in full force and effect

• The severed provision shall not affect the validity or enforceability of the remaining provisions

22.4 Waiver

No waiver by Kumello of any term or condition in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by Kumello to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Waivers must be:

• In writing and signed by an authorized representative of Kumello

• Specific to the particular provision being waived

• Limited to the specific instance identified in the waiver

22.5 Assignment

22.5.1 Your Assignment Rights

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder, in whole or in part, without Kumello’s prior written consent. Any attempted assignment in violation of this provision is void.

22.5.2 Kumello’s Assignment Rights

Kumello may freely assign, transfer, or delegate these Terms and its rights and obligations hereunder without your consent, including in connection with:

• A merger, acquisition, or sale of assets

• Corporate reorganization or restructuring

• Transfer to an affiliate or subsidiary

• Any other business transaction

22.5.3 Effect of Assignment

Upon assignment by Kumello:

• The assignee assumes all of Kumello’s rights and obligations under these Terms

• You agree to work with the assignee under the same terms

• Kumello is released from further obligations (unless otherwise agreed)

22.6 Force Majeure

Kumello shall not be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, or severe weather

• War, terrorism, riots, or civil disturbance Government actions, laws, regulations, or orders Labor disputes or strikes Internet or telecommunications failures

• Power outages or utility failures Pandemics, epidemics, or public health emergencies

• Cyber attacks, hacking, or malicious activity

• Third-party service failures

During a force majeure event:

• Kumello’s obligations are suspended for the duration of the event

• Kumello will use reasonable efforts to resume performance

• Kumello will notify you of the event and its expected duration

• If the event continues for more than 30 days, either party may terminate the agreement

22.7 Relationship of Parties

These Terms do not create:

• A partnership, joint venture, or agency relationship An employer-employee relationship

• A franchise or distributor relationship

• Any fiduciary duty owed by Kumello to you

• You and Kumello are independent contractors. Neither party has authority to:

• Bind the other party to any agreement

• Make representations on behalf of the other party Incur obligations on behalf of the other party Act as agent for the other party

22.8 Third-Party Beneficiaries

These Terms are for the sole benefit of you and Kumello (and Kumello’s successors and assigns). No third party (including companies in our database, AI providers, or other users) shall have any right to enforce any provision of these Terms or claim any benefit under these Terms.

Exceptions:

• Indemnified Parties under Section 18 may enforce indemnification provisions

• Assignees under Section 22.5 may enforce assigned rights

22.9 Notices

22.9.1 Notices to You

Kumello may provide notices to you by:

• Email to the address associated with your account

• Posting on the platform or website

• In-app notifications

• Physical mail to your registered address

Notices are effective:

• Immediately for in-app and website notices

• Upon sending for email notices

• Three days after mailing for physical notices

22.9.2 Notices to Kumello

You must send notices to Kumello by:

• Email to: legal@kumello.com

• Physical mail to: Kumello Inc. Legal Department - Jacob Keffer Parkway, Suite 301, Concord, Ontario L4K 5N8 Canada

• Notices to Kumello are effective upon receipt.

22.9.3 Required Notice Content

Notices must include:

• Your name and account email address

• Clear subject line indicating the nature of the notice

• Detailed description of the matter

• Any required documentation or information

• Your signature (electronic or physical)

22.10 Language

These Terms are written in English. Any translation provided is for convenience only. In the event of any conflict between the English version and a translation, the English version shall prevail.

22.11 Electronic Communications

You consent to receive communications from Kumello electronically. We may communicate with you by:

• Email

• In-app messages

• Platform notifications Website postings

• You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

• To withdraw consent to electronic communications:

• Contact us at support@kumello.com

• Note that withdrawal may limit your ability to use certain Services

• Some essential communications may still be sent electronically as required by law

22.12 Interpretation

In interpreting these Terms:

• Headings are for convenience and do not affect interpretation “Including” means “including but not limited to”

• Singular terms include the plural and vice versa

• “Shall” and “will” both indicate mandatory obligations “May” indicates discretionary rights

• References to statutes include amendments and successor provisions

• References to days mean calendar days unless specified as business days

22.13 Cumulative Rights and Remedies

All rights and remedies provided in these Terms are:

• Cumulative and not exclusive

• In addition to any other rights and remedies available at law or in equity

• May be exercised separately or concurrently

• Not waived by any single or partial exercise

22.14 Survival of Terms

Upon termination or expiration of these Terms, the following provisions shall survive:

• Section 5 (Data Collection and Privacy - to the extent necessary for retention)

• Section 9 (Intellectual Property Rights)

• Section 11 (Fees and Payment Terms - for amounts owed)

• Section 16 (Warranties and Disclaimers)

• Section 17 (Limitation of Liability)

• Section 18 (Indemnification)

• Section 19 (Dispute Resolution and Arbitration)

• Section 20 (Governing Law and Jurisdiction)

• Section 22 (General Terms)

• Any provisions that by their nature should survive termination

23. CONTACT INFORMATION

23.1 General Inquiries

For general questions about the Services:

Email: support@kumello.com

Website: https://kumello.com/contact

23.2 Legal Matters

For legal notices, questions about these Terms, or compliance matters:

Email: legal@kumello.com

Address:

Kumello Inc.

Legal Department

37 Jacob Keffer Parkway, Suite 301 Concord, Ontario L4K 5N8 Canada

23.3 Privacy Inquiries

For questions about our Privacy Policy or data practices:

Email: privacy@kumello.com

Privacy Policy: https://kumello.com/privacy-policy

23.4 Billing and Payments

For billing questions or payment issues:

Email: billing@kumello.com

23.5 Support and Technical Issues

For technical support or bug reports:

Email: support@kumello.com

Support Hours: Monday-Friday, 8:00 AM - 8:00 PM EST (excluding Canadian holidays)

Response Times: We aim to respond to all inquiries within 2 business days, though response times may be longer during beta/MVP phase or holidays.

23.6 Website

https://kumello.com

For additional resources, documentation, and information about the Services.

ACCEPTANCE ACKNOWLEDGMENT

BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT:

• You have read these Terms of Service in their entirety

• You understand these Terms, including all limitations on liability and warranties

• You understand the AI-related limitations and disclaimers

• You understand the database accuracy disclaimers

• You accept your responsibilities regarding due diligence and compliance

• You agree to binding arbitration and waive class action rights

• You understand this is a beta/MVP service with associated risks

• You agree to be bound by these Terms as a legal contract

• You meet the age requirement (18+ or age of majority)

• You have authority to accept these Terms (if acting for an organization) and you affirm that you are able to bind the entity to these Terms

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE KUMELLO.