Terms of Service

Last Updated: July 1, 2025

This Terms of Service ("Agreement") constitutes a legally binding contract between KYA Lab, Inc ("KYA," "we," "us," or "our"), and you, as a user ("User," "Users," "you," or "your") with respect to the use of any KYA Services, including our websites, software, applications, or other services (collectively, our "Services"). By accessing or using the Services, you agree to be bound by this Agreement, our Privacy Policy (https://kyalab.com/legal/privacy), and, if applicable, any Master Service Agreement (MSA) entered into between KYA and you.

A subset of our Services includes hosted, software-as-a-service (SaaS) offerings that enable customers to design, deploy, and manage AI Agents that handle tasks such as bookings, reservations, customer support, payments, and integration with third-party systems like CRMs and medical record platforms and other similar solutions (collectively, the "Cloud Services"). Users who subscribe to or access the Cloud Services are referred to in this Agreement as "Cloud Customers."

It is important that you carefully read and understand the terms and conditions of this Agreement. If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, and in that case, all references to "you" in this Agreement shall refer to such entity. By accessing or using our Services, including the Cloud Services, you consent to abide by this Agreement. If you do not agree with the terms and conditions of this Agreement, you are not authorized to use the Services, and we ask that you cease any use of our Services. Please note that this Agreement contains disclaimers of warranties and limitations on liability that may apply to you.

1. Compliance with Laws

Your use of the Services must comply with all applicable laws, including copyright, trademark, export control, and other laws in your jurisdiction and ours. You are responsible for ensuring that your use of the Services complies with all applicable laws and regulations and that you have all of the necessary rights and consents to permit us to provide you the Services.

2. Permitted Uses

License

Subject to full compliance with this Agreement, KYA grants you a nonexclusive, nontransferable, non-sublicensable, terminable license to access and use our Services.

Services

The services, features, and information provided through our Services, including but not limited to data, text, graphics, designs, logos, images, audio/visual materials, AI-generated outputs, links, and references (collectively, the "Information"), are provided for use in connection with our Services. For Cloud Customers, this includes a license to use the Cloud Services solely for your internal business operations to develop and operate AI Agents.

Order Forms for Cloud Services

Any purchase, subscription, or license of Cloud Services shall be made pursuant to an Order Form mutually agreed upon and executed by KYA and the applicable Cloud Customer. The Order Form will specify the scope of Cloud Services, associated fees, term, and any other terms relevant to such purchase. In the event of a conflict between the terms of this Agreement and an executed Order Form, the terms of the Order Form shall control with respect to the Cloud Services provided thereunder.

Reproduction

Without the express written consent of KYA, no Information or other KYA materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, distributed, or commercially exploited in any way, except as expressly permitted in this Agreement.

Unauthorized Use

You agree not to, and will not allow others to:

• Rent, lease, sell, sublicense, or otherwise make the Services available to third parties
• Reverse engineer, disassemble, or decompile any part of the Services
• Use the Services to infringe on intellectual property, privacy, or other rights
• Upload or transmit malicious code, viruses, or other harmful content
• Interfere with system integrity, access, or security
• Circumvent usage restrictions or access controls
• Use the Services for benchmarking, competitive analysis, or unauthorized copying
• Remove or obscure any proprietary notices or branding

You agree to take all reasonable steps to prevent any unauthorized reproduction or use of the Information. You agree to promptly notify KYA of any such unauthorized use of which you are aware. Failure to comply with these conditions will immediately terminate your permission to use our Services and may result in the infringement of KYA's copyrights, trademarks, or other proprietary rights.

3. Third Party Links

Our Services may contain links to third-party websites or services for your convenience. The inclusion of such links does not indicate any approval or endorsement by KYA of the linked websites or their content, and we disclaim any such approval or endorsement. We do not control these third-party websites or their content and have not reviewed them in their entirety. Your use of linked websites is subject to their respective privacy policies and terms of use, and we disclaim all liability for such use. We do not monitor, verify, endorse, or assume responsibility for any third-party services, content, or transactions. Your use of any linked website is at your own risk.

4. Information Collected

Use of our Services includes the submission of data and personal information through our online forms, use of our Services or integrations with your systems. You agree to submit personal information, including your name, email address, phone number, job title, and other information provided by you or your users of your products or services during the use of our Services, such as data related to call intake, triage, or medical records or other data retrieval.

5. IP Ownership

Ownership

Our Services, including the Cloud Services, are owned and operated by KYA and its licensors. All content and materials made available through the Services, including but not limited to software, algorithms, models, AI-generated outputs, documentation, and other Information (collectively, "KYA Content"), as well as any intellectual property and other rights therein, are and shall remain the sole and exclusive property of KYA or its licensors. The KYA Content is protected by U.S. and international copyright, trademark, and other intellectual property laws, and you acknowledge that these rights are valid and enforceable.

Except as expressly set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sublicense, sell, reverse engineer, decompile, or disassemble any part of the Services or KYA Content without our prior written permission.

Use of the Cloud Services may involve the creation or customization of AI Agents by Cloud Customers. As between the parties, and unless otherwise agreed in a separate MSA, Cloud Customers shall retain all right, title, and interest in and to any unique prompts, configuration logic, and customer-specific workflows or data inputs used to build or operate their AI Agents ("Customer Materials"). However, KYA retains ownership of all underlying software, models, tools, and infrastructure used to deliver the Cloud Services, including any enhancements or derivatives thereof.

Use of our Services or any KYA Content for any other purpose, including unauthorized use of AI-generated outputs, is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using our Services or KYA Content.

Feedback

You may choose to submit comments, ideas, suggestions, or other feedback regarding the Services or Cloud Services, including potential improvements or enhancements ("Feedback"). By submitting any Feedback, you agree that such Feedback is non-confidential and becomes the sole property of KYA. KYA will be free to use, reproduce, disclose, and otherwise exploit such Feedback without restriction and without any obligation to compensate you, and you waive any claims to ownership or compensation. You represent and warrant that you have all necessary rights to submit the Feedback and that your Feedback does not violate any third-party rights.

KYA Trademarks

The trademarks and logos displayed on our Services (collectively, the "Trademarks") are the registered and unregistered trademarks of KYA. Nothing in this Agreement or our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark(s) without the express written permission of KYA, except as set forth in this section. You acknowledge and agree that all rights in and to the KYA Trademarks are our exclusive property, and any goodwill generated by your use of any KYA Trademark will inure to our exclusive benefit. You will not take any action that conflicts with our rights in or ownership of any KYA Trademark.

6. DMCA Notices

If you are a copyright owner or an agent thereof and believe that any content on our Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit KYA to locate the material;
• Information reasonably sufficient to permit KYA to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You can send your notice to legal@kyalab.com and by mail to the address in Section 13 below. A copy of your DMCA Notification will be sent to the person who uploaded the material addressed in the Notification. Please be advised that under Section 512(f) of the DMCA, you may be held liable for damages and attorneys' fees if you make material misrepresentations in a DMCA Notification. If a user believes content was removed in error, they may submit a counter-notification in accordance with the DMCA process, and we will review and respond accordingly.

7. No Use by Children

You hereby affirm that you are over the age of 16, as these Services are not intended for children under 16. If you are under 16 years of age, you may not use our Services. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. If we discover that we have collected personal information from a user under the age of 16 without verified parental consent, we will delete such information as soon as possible. If you believe a child under 16 has provided us with personal information, please contact us at privacy@kyalab.com.

8. Term & Termination

This Agreement is effective from the date you first access our Services and shall remain effective, with respect to the Cloud Services, until termination of the applicable Cloud Services or unless otherwise terminated in accordance with its terms. KYA may suspend or terminate this Agreement, and/or your access to and use of our Services (other than the Cloud Services), or any portion thereof, at any time and for any reason, with or without cause, without prior notice. You understand that KYA may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to KYA. This Agreement will also terminate automatically if you fail to comply with any term or provision of this Agreement. Upon termination, your right to use our Services shall immediately cease, and you shall destroy all copies of Information obtained from our Services, whether made under the terms of this Agreement or otherwise, including any AI-generated outputs. All disclaimers, limitations of liability, and KYA's rights of ownership shall survive any termination.

9. Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND SERVICES ARE CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

THERE IS NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT OUR SERVICES, INCLUDING AI AGENTS OR AI-GENERATED OUTPUTS, OR YOUR USE OF OUR SERVICES, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT OUR SERVICES, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE FROM OUR SERVICES, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF OUR SERVICES, INCLUDING AI AGENTS, AI-GENERATED OUTPUTS, AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR SERVICES AND INFORMATION AND YOUR RELIANCE THEREON.

10. Limitation of Liability

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER KYA NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR KYA'S MEMBERS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO OUR SERVICES, INFORMATION, AI AGENTS, AI-GENERATED OUTPUTS, AND/OR ANY LINKED SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO ANY CLAIMS RELATED TO THESE SERVICES, THE INFORMATION, OR ANY LINKED SERVICES IS TO STOP USING OUR SERVICES, OR LINKED SERVICES, AS APPLICABLE, AND A FULL REFUND OF THE FEES PAID FOR THE SERVICES.

NEITHER KYA NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR KYA'S MEMBERS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES, OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF ANY INACCURACY, INCOMPLETENESS, OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, OR AI AGENTS OR AI-GENERATED OUTPUTS.

11. Indemnification

You agree to fully indemnify, defend, and hold KYA, its agents, successors, and assigns, and KYA's directors, officers, employees, consultants, and other representatives harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of this Agreement; (b) any allegation that any materials you submit to us or transmit to our Services infringe or otherwise violate the copyright, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with our Services; (d) your use of any Information; or (e) any misrepresentation made by you. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Wilmington, Delaware, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

13. Contact Information

For questions about this Agreement, please contact us at:

Email: legal@kyalab.com

Mail: 455 Market St, Suite 1940, PMB 34452, San Francisco, CA, 94105-2448, US

14. Modifications

KYA may revise this Agreement from time to time without notice. When we do, we will post the revised Agreement on our website and update the "Last Updated" date at the top of this Agreement. Your continued use of our Services after any such changes constitutes your acceptance of the new Agreement. If you do not agree to the modified Agreement, you must stop using our Services.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

16. Assignment

You may not assign any of your rights under this Agreement to any party, except with KYA's written consent. KYA may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

17. Waiver and Construction

Failure by KYA to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

18. Entire Agreement

This Agreement, together with our Privacy Policy and any applicable Order Form or MSA, constitutes the entire agreement between you and KYA governing your use of our Services, and supersedes any prior agreements relating to the same subject matter between you and us.

19. Force Majeure

KYA will not be liable for any failure or delay in performance under this Agreement which is due to fire, earthquake, flood, or other elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other cause beyond the reasonable control of KYA.

20. Export Regulation

The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from KYA, or any products utilizing such data, in violation of the United States export laws or regulations.

21. Government Use

If you are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of our Services are restricted in accordance with the Federal Acquisition Regulations as applied to "commercial computer software" and the restrictions in this Agreement.

22. Survival

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

23. Electronic Communications

The communications between you and KYA use electronic means, whether you use our Services or send us emails, or whether KYA posts notices on our Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from KYA in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that KYA provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.

24. Headings

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the terms of this Agreement.