Terms of Service

Last updated: April 23, 2026

This Terms of Service Agreement (this “Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and Lumina Platform US, Inc., a Delaware corporation with its principal place of business at 800 North State Street, Suite 304, Dover, Delaware 19901, United States (“Kyoso”). This Agreement governs your access to and use of the Platform (as defined below).

By subscribing to the Platform, you acknowledge that you have read and understand this Agreement, and you agree to be legally bound by its terms. You represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement on behalf of an organization, that you have the legal authority to bind such organization. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.

Kyoso has developed the proprietary software-as-a-service generative AI platform known as ‘Kyoso’, which may be used to create audio-visual materials (including advertising or promotional content) based upon user inputs or prompts, including certain agentic Output creation and model-selection powered by AI agents and workflows designed to execute tasks, actions or other functions with respect to certain software, technology or Content (“AI Agents”), as may be further described on the Order (the “Platform”). Customer desires to secure access to the Platform, and Kyoso desires to provide access to the Platform to Customer.

IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE PLATFORM FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT KYOSO’S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL IN ACCORDANCE WITH SECTION 4.1 (SUBSCRIPTIONS; FEEs) below.

PLEASE READ THIS AGREEMENT CAREFULLY AND BE AWARE THAT SECTION 14 PROVIDES THAT, UNLESS YOU OPT OUT WITHIN 30 DAYS OF AGREEING TO THIS AGREEMENT, ALL DISPUTES BETWEEN YOU AND KYOSO, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.

THE PLATFORM IS INTENDED FOR BUSINESS CUSTOMERS ONLY. THE PLATFORM IS NOT INTENDED FOR PERSONAL OR DOMESTIC USE, NOR FOR ANY PURPOSE OUTSIDE A PERSON’S TRADE, BUSINESS OR PROFESSION. IF YOU ARE NOT A BUSINESS CUSTOMER, YOU SHOULD NOT USE, OR ATTEMPT TO USE, THE PLATFORM.

KYOSO MAY AMEND THIS AGREEMENT FROM TIME TO TIME BY POSTING A NEW COPY OF THIS AGREEMENT ON THIS WEBPAGE OR A SUCCESSOR PAGE. IF KYOSO MAKES MATERIAL CHANGES TO THIS AGREEMENT, KYOSO WILL ATTEMPT TO NOTIFY CUSTOMER BY SENDING AN EMAIL NOTICE TO CUSTOMER. IF CUSTOMER DOES NOT AGREE TO ANY SUCH AMENDMENT, CUSTOMER MUST AND SHALL STOP USING THE PLATFORM. CUSTOMER’S CONTINUED USE OF THE PLATFORM AFTER ANY AMENDMENT CONSTITUTES CUSTOMER’S BINDING ACCEPTANCE OF SUCH AMENDMENT, PROVIDED THAT KYOSO MAY ALSO REQUIRE CUSTOMER TO FURTHER EVIDENCE SUCH ACCEPTANCE IN A SPECIFIED MANNER PRIOR TO CONTINUED USE OF THE PLATFORM.

1. DEFINITIONS

Capitalized terms have the meaning set forth below or as defined within this Agreement.

1.1. “AI Features” means artificial intelligence and machine learning systems, models or applications that are integrated into the Platform (including AI Agents), including, but not limited to, certain systems, models or applications from third-party providers that are integrated into the Platform and as may be listed from time to time on the Kyoso: Sub-Processor Page (“Third Party AI Features”).

1.2. “Applicable Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction applicable to Kyoso’s processing of Customer Personal Data under this Agreement (including, as and where applicable, the GDPR and/or State Privacy Laws).

1.3. “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary.

1.4. “Connected Application” means any system or application owned or controlled by Customer (including any electronic digital asset management platform (eDAM)), which is connected to the Platform by, on behalf or at the direction of Customer (including through Customer’s linking of its account for a Connected Application with the Platform using integrations made available as part of the Platform).

1.5. “Connected Content” means any Content made available within the Platform that is transmitted to the Platform via any Connected Applications (including any information or data relating to advertising performance).

1.6. “Content” means any text, images, audio, video, data, or any other information.

1.7. “Credits” means credits allocated to Customer’s Subscription (as specified in the applicable Order) that may be applied against use of certain features and functionalities of the Platform, including the generation of Outputs through use of AI Features and/or the execution of certain tasks, actions or other functions performed by AI Agents with respect to certain AI Features, software, technology or Content.

1.8. “Customer Content” means any Inputs, Outputs, Connected Content, Workflow Template(s) or any other Content uploaded or transmitted to, or generated by, the Platform by Customer or Users. Customer Content includes Customer Marks. Customer Content does not include Platform Operation Data.

1.9. “Customer Marks” means Customer’s trademarks, tradenames, service marks, and logos.

1.10. “Customer Personal Data” means any Personal Data processed by Kyoso or its sub-processors on behalf of Customer in the performance of this Agreement.

1.11. “Documentation” means all specifications, user manuals, and other technical materials relating to the Platform that are provided or made available to Customer, and as may be modified by Kyoso from time to time.

1.12. “Fees” means the fees for the Platform as set forth on or determined by the Order.

1.13. “GDPR” means, as and where applicable to processing concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); and/or (ii) the EU GDPR as it forms part of UK law (as amended from time to time) (“UK GDPR”).

1.14. “Kyoso Technology” means the Platform, Platform Operation Data, the Documentation, and all applicable software, data, or technical information used by Kyoso or provided to Customer in connection with the foregoing (including all intellectual property rights therein).

1.15. “Order” means an order presented to you within Kyoso’s website in connection with your acceptance of this Agreement and subscription to the Platform, which describes applicable Fees.

1.16. “Personal Data” means “personal data,” “personal information,” “personally identifiable information” or similar term defined in Applicable Data Protection Laws.

1.17. “Platform Operation Data” means general usage and telemetry data and statistics (including system analytics, AI Agent execution logs, workflow activity data, performance metrics and usage metadata (for example: type of operation performed, file sizes and number of actions)) relating to the use and operation of the Platform, to be compiled into an aggregated or de-identified form.

1.18. “State Privacy Laws” means, collectively, the comprehensive U.S. state-specific data privacy laws currently in effect and applicable to Kyoso’s processing of Customer Personal Data under this Agreement.

1.19. “Users” means: (a) if Customer is an organization or corporate entity, employees and independent contractors who are authorized by such Customer entity to access the Platform pursuant to Customer’s rights under this Agreement; or (b) if Customer is an individual (i.e., not an organization or corporate entity), then User refers solely to such Customer individual.

1.20. “Workflow Template(s)” means agentic AI workflows for use and deployment within the Platform (including as may be created by Customer and its Users or by other customer and users and accessible via the Platform).

2. PLATFORM; ACCESS; RESTRICTIONS

2.1. Subscription to the Platform. Subject to the terms and conditions of this Agreement, Kyoso hereby grants to Customer and its Users a revocable, non-sublicensable, non-transferable, non-exclusive right to access and use the Platform and accompanying Documentation solely for Customer’s internal business purposes.

2.2. Access. Each User will be provided access to and use of the Platform through unique and confidential account credentials. These credentials cannot be shared or used by more than one individual User to access the Platform. Customer is responsible for maintaining the confidentiality of all Users’ account credentials and is solely responsible for all activities that occur under these User accounts. Customer will promptly notify Kyoso of any actual or suspected unauthorized use or access to its account.

2.3. Support. Subject to the terms and conditions of this Agreement, Kyoso will exercise commercially reasonable efforts to: (a) provide support to Customer for the use of the Platform; and (b) keep the Platform operational and available to Customer, in each case in accordance with its standard policies and procedures.

2.4. Restrictions. Customer shall not and shall not suffer, allow, assist or enable any other person (including Users) to: (a) use the Platform, Documentation and/or any Outputs in any manner or for any purpose other than as expressly permitted by this Agreement; (b) provide or otherwise make the Platform available to any third parties; (c) use the Platform, Documentation and/or any Outputs to create, market or distribute any product or service that is similar to, competitive with, or otherwise replicates or seeks to replicate any features or functionalities of, the Platform or any other part of the Kyoso Technology; (d) introduce to the Kyoso Technology any ‘back door’, ‘drop dead device’, ‘time bomb’, ‘Trojan horse’, ‘virus’ or ‘worm’ or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the Kyoso Technology or any device, system, data or file owned or controlled by Kyoso or any third-party; (e) (re)create, access, inspect, derive or seek to replicate the operation of, any machine learning or artificial intelligence models, algorithms, architectures or similar that are part of or accessed via the Platform (including as part of any so-called ‘model extraction’, ‘model distillation’ techniques or similar); (f) perform any ‘prompt injection’ or similar action or technique intended to remove or interfere with any security features or controls of the Platform; (g) modify, copy, resell, rent, lease, sub licence, load, merge, adapt, translate, or create derivative works of, the Platform and/or Documentation save as expressly permitted under this Agreement; (h) contest, challenge or otherwise make any claim or take any action adverse to Kyoso’s ownership of, or interest in, the Kyoso Technology; (i) re use, disseminate, copy, or otherwise use the Kyoso Technology in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of Kyoso or any third-party; (j) engage in competitive analysis or benchmarking of the Platform; (k) remove, alter or obscure any trade mark notice, copyright notice or any other proprietary notice from the Platform and/or Documentation; (l) circumvent, disable, or interfere with security related, authentication-related, copy-protection or rate limiting features of the Platform; (m) reverse engineer, decompile, unbundle or disassemble the whole or any part of the Platform, unless and to the extent unavoidably permitted by laws of Customer’s jurisdiction for limited interoperability purposes; (n) impose an unreasonable or disproportionately large load or strain on the Platform; (o) automatically publish or make available any Outputs without human intervention, review and approval; or (p) take any action designed or intended to do any of the foregoing. Breach of this Section 2.4 constitutes a material breach of this Agreement for the purposes of Section 8.2.

2.5. Suspension. Kyoso reserves the right to suspend Customer’s or any User’s access to the Platform for any failure, or suspected failure, to comply with Section 2.4. Kyoso may also suspend Customer’s or any User’s access to all or any part of the Platform, without notice and without incurring any resulting obligation or liability, if Kyoso believes, in its good faith and reasonable discretion, that Customer’s or any User’s use of the Platform poses a risk to the security or integrity of Kyoso’s systems, interferes with Kyoso’s ability to reliably provide the Platform to other customers, or may subject Kyoso to liability.

2.6. Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. The Customer Content will not: (a) be unlawful; (b) contain any sensitive personal information, including but not limited to personal medical information, personal financial information, or social security numbers; (c) knowingly contain any viruses, worms or other malicious computer programming codes intended to damage the Platform; or (d) violate the intellectual property, privacy, or other rights of any third party or violate any Applicable Data Protection Laws.

2.7. Workflow Template(s); Content Sharing.

2.7(a). Certain features of the Platform may allow Customer and its Users to: (a) create Workflow Templates; and (b) publish and make available such Workflow Templates and/or other Content (together, “Shared Content”) for access and/or use by other customers and/or users of the Platform. Similarly, the Platform may also enable the access and use of Shared Content made available by such other customers and/or users via the Platform.

2.7(b). Customer assumes all risks associated with the creation, use, publishing and making available of any Shared Content, including any disclosure of Shared Content that identifies or renders identifiable Customer and/or its Users (e.g., author/user name associated with Workflow Templates) or any other person (e.g., a person whose name, image or likeness is depicted in any Shared Content). Because Kyoso does not control Shared Content, Customer and its Users acknowledge and agree that Kyoso is not responsible for Shared Content, whether provided by Customer, its Users or by other customers and their users. Kyoso makes no guarantees, warranties or representations regarding the accuracy, currency, suitability, or quality of any Shared Content. Customer and/or its User(s) (as applicable) hereby grants to Kyoso (and represents and warrants that it has the right to grant to Kyoso) a worldwide, irrevocable, perpetual, non-exclusive, transferrable, royalty-free, fully paid-up license (sublicensable through multiple tiers) to use, distribute, license, reproduce, modify, adapt, publish, translate, create derivative works of, publicly display and otherwise exploit the relevant Shared Content it publishes or makes available to others via the Platform for any purpose and in any format or medium now known or later developed.

2.7(c). Customer shall ensure that Shared Content: (i) complies with all applicable laws and does not include, promote, or facilitate any unlawful or illegal content or activity; (ii) does not groom, abuse, or exploit minors; (iii) does not include, depict, or promote child sexual abuse material; (iv) is not defamatory, obscene, offensive, hateful, or inflammatory; (v) does not include or promote sexually explicit material; (vi) does not bully, harass, embarrass, body shame, exploit vulnerabilities in, insult, intimidate, threaten, or humiliate any person; (vii) does not promote or incite violence, hatred, or discrimination based on race, sex, gender identity, religion, nationality, disability, sexual orientation, or age; (viii) does not encourage, promote, or provide instructions for dangerous challenges; (ix) does not facilitate the sale of drugs, weapons, or counterfeit goods; (x) does not encourage or induce the commission, preparation, or instigation of acts of terrorism; (xi) is accurate and not intended or likely to deceive or mislead any person; (xii) does not misrepresent Customer's or any User's identity or affiliation with any person, impersonate any person, or use any person's likeness without their consent; (xiii) does not digitally alter any person's image or voice so as to misrepresent their identity, actions, or speech; (xiv) does not give the impression that the Shared Content emanates from or is endorsed by Kyoso; (xv) does not encourage, promote, or provide instructions for self-harm, suicide, or eating disorders; and (xvi) does not encourage, promote, or provide instructions for self-harm, suicide, or eating disorders. Customer shall not, and shall ensure that its Users do not, create or make available as Shared Content any Workflow Templates that are designed or otherwise likely to generate any Content that would contravene or otherwise be in breach of the requirements set forth in this Section 2.7(c).

2.7(d). Kyoso further reserves the right (but has no obligation) to monitor and review any Shared Content, and to investigate and/or take appropriate action against Customer and/or its Users in Kyoso’s sole discretion if any such Shared Content (including use thereof) violates Section 2.7(c), Section 2.6 above or any other provision of this Agreement, or otherwise creates liability for Kyoso or any other person. Such action may include removing or modifying the relevant Shared Content, and/or terminating the Customer and/or its User’s account on the Platform.

2.8. Connected Applications. Customer and/or its Users may be permitted to link or otherwise connect or integrate Customer’s Connected Applications to the Platform (including via custom or pre-built integrations). By connecting any Connected Application to the Platform, Customer (a) represents and warrants that it is entitled to link or otherwise connect the Connected Application to the Platform; and (b) instructs Kyoso to access and/or share any Customer Content with the relevant providers of such Connected Applications. Customer acknowledges and agrees that Kyoso may access Connected Content so that it may be used in accordance with the terms of this Agreement. You acknowledge that any Connected Applications are not under Kyoso’s control and Kyoso is not responsible for those Connected Applications, and Kyoso will have no liability for any unavailability or failure of any Connected Application, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Application. To the fullest extent permitted by law, Kyoso expressly disclaims any and all express or implied conditions, warranties, representations, undertakings, or other terms of any nature relating to Connected Applications.

3. USE OF AI FEATURES

3.1. AI Features. Certain elements of the Platform are powered by AI Features (including AI Agents) such as those that generate Outputs and/or select Third Party AI Features. Customer may submit queries, prompts or other inputs to the AI Features (“Inputs”) and receive back outputs generated by the AI Features in response to Customer’s Inputs (“Outputs”), including audio-visual materials such as advertising or promotional content. Inputs will be shared with the third parties that provide the AI Features in order to generate Outputs. Customer acknowledges and accepts that the Platform enables certain agentic Output creation and model-selection functionality powered by AI Agents, whereby AI Agents may execute tasks, actions or other functions with respect to certain software, technology or Content on Customer’s behalf. Customer is responsible for setting and updating permissions and access levels for AI Agents, including which actions it authorises the AI Agents to perform. If Customer requests (including by way of configuration of the Platform) that an AI Agent take certain actions, Customer is solely responsible for authorising such conduct and is responsible for the actions that the AI Agent takes on its behalf.

3.2. Reliance on AI; Disclaimer. Without limiting the generality of Section 10.2, Customer expressly understands and agrees that Customer's use of the AI Features (including AI Agents and Third Party AI Features) is at Customer's sole risk. Customer further acknowledges and agrees that:

• Customer is solely responsible for its use of the AI Features, including any Outputs and any decisions made or actions taken (whether by Customer or an AI Agent) based on any Input or Output, and any conduct Customer engages in as a result of information provided by an AI Agent or any other AI Feature (including Third Party AI Features) is at Customer's own risk;
• Kyoso makes no representation or warranty as to the originality, legality, accuracy, completeness, reliability, fitness for any particular purpose, or any other attributes of any Outputs, and that AI Features may be misaligned, may have imperfect prompt adherence, and may generate inaccurate or unintended Outputs (including so-called "hallucinations");
• Outputs may contain errors, omissions, offensive material, or third-party content and Customer is solely responsible for its and its Users’ use of, distribution of, and reliance on Outputs, including for compliance with applicable laws and third-party rights;
• Kyoso expressly disclaims any and all liability arising from or relating to Outputs and the operation of AI Features (including AI Agents and Third Party AI Features); and
• the Platform may generate the same or similar Output for multiple users or customers, nothing in this Agreement restricts Kyoso's right to do so, and Kyoso shall have no liability in connection therewith.

3.3. No AI Misuse. Customer shall not use the Platform or any Outputs in any way that would: (a) render the Platform a ‘high-risk AI system’ for the purposes of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) (the “AI Act”), including Article 6 thereof; (b) constitute a ‘prohibited AI practice’ for the purposes of the AI Act, including Article 5 thereof; (c) in any manner that results in the use of Outputs constituting ‘deep fakes’ (meaning AI-generated or manipulated images or videos that resemble existing persons, objects, places, entities or events and would falsely appear to a person to be authentic or truthful) without disclosing that the Output has been artificially generated or manipulated; or (d) remove or alter any ‘watermarks’, metadata, or technical identifiers applied to Outputs that use machine-readable technologies to identify them as AI-generated.

4. FEES AND PAYMENT

4.1. Subscriptions; Fees. Licenses to the Platform are available on a subscription basis (a “Subscription”). The Fees for such Subscription will be set forth on an applicable Order and will be billed at the start of the Subscription and at regular intervals in accordance with Customer’s elections on the Order at the time of purchase. Kyoso reserves the right to change the timing of billing and to change the Subscription pricing at any time. If changes to the Subscription pricing occur that impact Customer’s Subscription, Kyoso will use commercially reasonable efforts to notify Customer, such as by sending an email to the email address associated with Customer’s account. If Customer does not agree with such changes, Customer may cancel its Subscription as set forth in Section 4.1(b) (Cancelling Subscriptions). Fees are non-refundable (except as expressly set out in an Order) and are not eligible for set off. Customer will pay the Fees within thirty (30) days of receipt of an invoice. Customer will maintain complete, accurate and up-to-date Customer billing and contact information.

4.1(a). Automatic Renewal. Each Subscription will continue and automatically renew at Kyoso’s then-current price for such Subscription until terminated in accordance with this Agreement (each such renewal term, a “Renewal Term”). The frequency at which Customer’s Subscription renews (i.e., monthly, annually, etc.) will be designated on the Order. By subscribing, Customer authorizes Kyoso to charge the payment method designated in Customer’s account now, and again at the beginning of any Renewal Term. Upon renewal of Customer’s Subscription, if Kyoso does not receive payment, (i) Customer shall pay all amounts due on Customer’s account upon demand and/or (ii) Customer agrees that Kyoso may either terminate or suspend Customer’s Subscription and continue to attempt to charge Customer’s designated payment method until payment is received (upon receipt of payment, Customer’s account will be activated and for purposes of automatic renewal, the Renewal Term will begin as of the day payment was received).

4.1(b). Cancelling Subscriptions. Customer may cancel its Subscription by logging in and selecting the cancellation option within the account settings page or otherwise by contacting Kyoso (in accordance with Section 13.3 (Notices)), which will be effective at the end of the then-current Subscription term. For clarity, any cancellation of a Subscription will be subject to any minimum term agreed in an Order.

4.1(c). Effect of Cancellation. If Customer cancels its Subscription, Customer may use its Subscription until the end of the then-current Subscription term; Customer’s Subscription will not be renewed after the then-current term expires. However, Customer will not be eligible for a prorated refund of any portion of the Fees paid for the then-current Subscription period.

4.1(d). Upgrades and Downgrades. If Customer chooses to upgrade its Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental Fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the Fees will reflect any such upgrades. If Customer chooses to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Platform, and Kyoso does not accept any liability for such loss.

4.1(e). Free Trials and Promotional Access. Any free trial or other promotion that provides Users access to the Platform must be used within the specified time of the trial. At the end of the trial or promotional period, Customer’s use of the Platform will automatically roll into a paid Subscription at Kyoso’s then-current Fees, and Customer will be charged for such Subscription as set forth in this Section 4.1 (Subscriptions; Fees) if it does not cancel prior to the start date of the Subscription period.

4.1(f). Consumption-based pricing; Overages. Where any Fees are calculated in whole or in any part on a consumption-based, usage-based model or similar, in the event that Customer exceeds any limits identified in the Order (“Excess Usage”), without limitation to any other remedies Kyoso may have: (a) Customer shall be liable to pay the applicable overage Fees based upon the overage rates for such Excess Usage (each as set out in or referenced in the Order or otherwise notified to Customer from time to time); and (b) upon invoice, Customer shall pay for the Excess Usage at the amounts so invoiced. Furthermore, Customer understands and consents that Kyoso may use and deploy (including via the Platform) certain technologies used to track and monitor the relevant metrics necessary to monitor consumption and accurately calculate the Fees (“Consumption Tracking Technologies”). Statistics of any relevant metrics captured by the Consumption Tracking Technologies will be made available to Customer via a billing dashboard or similar made available in the Platform. Customer shall not: (x) use any software, tools or techniques to, or otherwise in any way, hide, obfuscate, reduce or alter its actual usage; nor (y) circumvent, disable, or interfere with any Consumption Tracking Technologies.

4.2. Payments. Customer agrees to pay all charges at the amounts in effect when such charges are incurred. Kyoso may use one or more third-party service providers (each “Third-Party Payment Processor” (e.g., Stripe, Inc. and its affiliates (“Stripe”)) for payment services, such as card acceptance, merchant settlement, and related services. If you subscribe to the Platform, you will be required to provide your payment details and any additional information required to complete your order directly to the Third-Party Payment Processor. Customer shall provide and maintain complete and accurate payment and billing information and a valid and authorised payment method by which it shall pay the Fees (“Payment Method”). Where Stripe is the Third-Party Payment Processor, you agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/privacy) and its Terms of Service (currently accessible at https://stripe.com/legal/ssa). For any other Third-Party Payment Processors, you agree to be bound by any relevant terms and conditions of such Third-Party Payment Processor as may be presented to you during the checkout flow. You hereby consent and authorize Kyoso and its Third-Party Payment Processors to share any information and payment instructions you provide with one or more third-party providers to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by Third-Party Payment Processors and your card issuer, and Kyoso is not responsible if your card issuer declines to authorize payment for any reason. For your protection, Third-Party Payment Processors may use various fraud prevention protocols and industry standard verification systems to reduce fraud, and you authorize them to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. Kyoso is not responsible for this. In some jurisdictions, Third-Party Payment Processors may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

4.3. Payment Information. By providing your Payment Method, you agree that Kyoso, its service providers, and any of its Third-Party Payment Processors are authorized to immediately charge your account for all applicable Fees and that no additional notice or consent is required. If Customer’s Payment Method is rejected, no longer active, and/or payment for the Fees otherwise cannot be processed via that Payment Method, then Kyoso will notify Customer and Customer will pay the Fees immediately via another mechanism agreeable to Kyoso, pending which Kyoso may suspend your access to the Platform.

4.4. Subscription Plans, Credits, and Billing (Enterprise and Other Tiers). Kyoso offers access to its services through subscription plans, which include a defined allocation of usage Credits and/or feature access.

4.4(a). Credits and Rollover. Credits included in a subscription plan may roll over to subsequent billing periods, subject to any limits or conditions communicated at the time of purchase or in the product interface. Kyoso reserves the right to modify rollover policies with reasonable notice. For annual contracts, any unused Credits will expire at the end of the applicable commitment period and will not roll over.

4.4(b). Credit Usage. Credits are consumed when Customer uses certain features of the Platform, including using AI Features (including generation of Outputs through use of AI Features and/or the execution of certain tasks, actions or other functions performed by AI Agents with respect to certain AI Features, software, technology or Content). The number of Credits consumed by a particular action or feature will vary based on factors determined by Kyoso in its discretion, including the complexity and resource intensity of the applicable action or workflow, and/or the particular AI Features used to generate the Output. Kyoso will make available a Credit usage guide describing how Credits generally work, which is provided for informational purposes only and does not form part of this Agreement. Kyoso may update how Credits are calculated from time to time, and Customer is responsible for monitoring its Credit balance through the Platform.

4.4(c). No Add-On Credits. Kyoso does not currently offer standalone or one-time credit purchases outside of subscription plans. Additional usage is available only through upgrading to a higher-tier subscription.

4.4(d). Enterprise Usage and Overage. For Enterprise contracts, Customer should contact Kyoso Sales to upgrade their plan for higher credit limits. If the Enterprise credit pool is exhausted, additional usage will continue on an "On-Demand" basis and will be charged in arrears based on actual consumption. On-Demand usage is charged at a higher rate than usage within pre-committed Enterprise credits, as it reflects standard public pricing in the contract. Once the Enterprise credit pool is exhausted, any additional usage ("overages") will be billed on a pay-as-you-go basis.

4.4(e). Upgrades. Subscription upgrades take effect immediately. Upon upgrading, Customer may receive increased usage limits and/or additional features right away. Billing adjustments may be applied on a prorated basis, where applicable.

4.4(f). Downgrades and Cancellations. Subscription downgrades and cancellations take effect at the end of the current billing period. Customer will retain access to its current plan and features until the end of that period, after which the changes will take effect. Any remaining Credits will remain available until the end of the applicable billing period or annual commitment term, after which they will expire.

4.4(g). Billing Cycle. Subscriptions renew automatically on a recurring basis unless cancelled prior to the renewal date.

4.4(h). No Monetary Value; No Transfer; Non-refundable. Credits have no cash value, are not redeemable for cash, are not transferable, and may not be sold, resold, assigned, sublicensed, or otherwise transferred to any third party. Credits may only be used by Customer in connection with Customer's subscription to the Platform. All Fees for Credits are non-refundable.

4.4(i). Pricing Changes. Kyoso reserves the right to change Credit pricing at any time. Any changes to Credit pricing applicable to Customer's then-current subscription will take effect at the start of the next Renewal Term. Kyoso will provide Customer with reasonable advance notice of any material changes to Credit pricing.

4.5. Taxes. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on Kyoso’s income.

4.6. Late Payment. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1½%) per month (or, if less, the maximum allowed by applicable law) of that overdue balance. Kyoso reserves the right (in addition to any other rights or remedies Kyoso may have) to suspend Customer’s access to the Platform if any Fees set forth in the applicable Order are overdue until such amounts are paid in full.

5. PROPRIETARY RIGHTS

5.1. Kyoso Technology. Customer acknowledges that Kyoso retains all right, title and interest in and to the Kyoso Technology, including any enhancements, improvements, or derivatives thereto, and that the Kyoso Technology is protected by intellectual property rights owned by or licensed to Kyoso. Other than as expressly set forth in this Agreement, no license or other rights in the Kyoso Technology are granted to the Customer.

5.2. Customer Content. Customer retains all right, title and interest in and to the Customer Content. Customer hereby grants to Kyoso a non-exclusive, worldwide, royalty-free and fully paid-up license during the Term (as defined below) to access and use Customer Content to provide the Platform, to provide any accompanying support to Customer as set forth in this Agreement, and to develop and improve the Platform, other Kyoso Technology and/or any other products, services or technologies (including for the purposes of training or improvement of any artificial intelligence or machine learning models, systems or applications).

5.3. Platform Operation Data. Kyoso may monitor Customer’s use of the Platform and may collect and compile Platform Operation Data. As between Kyoso and Customer, all right, title, and interest in the Platform Operation Data, and all intellectual property rights therein, belong to and are retained solely by Kyoso. Kyoso may use Platform Operation Data to operate, improve, analyze, and support the Platform and for other lawful business purposes, provided that the Platform Operation Data will not identify Customer or Customer’s Confidential Information.

5.4. Feedback. If Customer provides feedback, suggestions or recommendations to Kyoso regarding the Kyoso Technology, including any flaws, errors, bugs, anomalies, problems with and/or suggestions, desired features or improvements relating to the Platform and its ongoing development (“Feedback”), Customer hereby grants Kyoso an unrestricted, unconditioned, irrevocable and perpetual right and licence, without any requirement of compensation, to freely use and exploit such Feedback (including to use and incorporate Feedback without restriction or obligation for compensation in connection with its business, products and services). Feedback constitutes Kyoso’s Confidential Information.

6. DATA SECURITY; PRIVACY

6.1. Kyoso as Processor. If you are accepting this Agreement on behalf of an organization or corporate entity, then the Kyoso Data Processing Addendum shown from time to time at: /docs/legal/dpa or any successor webpage (the “DPA”) shall apply in accordance with its terms in relation to Kyoso’s processing of Customer Personal Data on Customer’s behalf in performance of this Agreement. If and where the DPA applies in accordance with the foregoing, to the extent of any inconsistency or conflict between any provision(s) of this Agreement and any provision(s) of the DPA, the relevant provision(s) of the DPA shall govern and prevail in preference to any relevant provision(s) of this Agreement insofar as they relate to Kyoso’s processing of Customer Personal Data.

6.2. Kyoso as Controller. If you are accepting this Agreement in your individual capacity, then please review our Privacy Policy available at Privacy Policy for more information about how Kyoso handles your Personal Data.

7. CONFIDENTIAL INFORMATION

7.1. Restrictions. As a recipient of Confidential Information, each party agrees that it will (a) use the Confidential Information of the disclosing party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing party to its employees and contractors who have a need to know such information to use or provide the Platform, and ensure that such employees or contractors are bound by confidentiality obligations at least as protective as those contained herein, and (d) protect the Confidential Information of the disclosing party from unauthorized use, access, and disclosure in a reasonable manner.

7.2. Exclusions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information that (a) is or becomes generally known and available to the public through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession without confidentiality restrictions prior to disclosure by the disclosing party, (c) is received without confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party will, if permitted by law, provide advance notice of the disclosure to the disclosing party and cooperate so that the disclosing party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

8. TERM AND TERMINATION

8.1. Term. The term of this Agreement will commence on the date your Subscription begins and continue for so long as you have an active Subscription in place (the “Term”).

8.2. Termination. Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (b) the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors. Kyoso reserves the right to terminate this Agreement or your access to the Platform at any time without cause upon notice to you.

8.3. Effect of Termination. Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the Platform and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. Each party will return to the other or destroy all property (including any Confidential Information) of the other party, except to comply with Section 8.4 (Data Export) below. Notwithstanding the foregoing, each party may retain the Confidential Information of the other in accordance with its standard backup procedures, subject to the requirements in Section 6 (Data Security; Privacy) and Section 7 (Confidential Information). Sections 1, 2.4, 4.3 through 4.6 (until such time that all Fees are paid), 5, 7, 8.3, 8.4, 10.2 and 11 through 14 will survive the termination of this Agreement.

8.4. Data Export. During the Term and for thirty (30) days following termination, Kyoso will make all Customer Content available for export from the Platform. Following this window for the export of Customer Content, Kyoso may irretrievably erase any Customer Content stored on the Platform.

9. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT

It is Kyoso's policy to terminate the account privileges of any User who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Kyoso by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Platform in a way that constitutes intellectual property right infringement, please provide Kyoso's designated intellectual property agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (b) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (c) a description of the location on the Platform of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner's behalf. Contact information for Kyoso's designated agent for notice of claims of infringement is as follows: DMCA Agent, High Street Kensington, 46 Trinity House, London, England W14 8QA, United Kingdom; email: legal@kyoso.com.

10. LIMITED WARRANTIES

10.1. Customer Content. Customer represents and warrants that it has all rights necessary to upload and use the Customer Content with the Platform (and has provided all required notices to its end customers related thereto) and to grant Kyoso all licenses to Customer Content in this Agreement without violating any third-party intellectual property, privacy, or other rights, including Applicable Data Protection Laws or any agreement with any third-party service provider.

10.2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE KYOSO TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) KYOSO AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. KYOSO DOES NOT WARRANT OR REPRESENT THAT THE KYOSO TECHNOLOGY WILL BE FREE FROM BUGS, UNINTERRUPTED, OR ERROR-FREE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT KYOSO IS NOT LIABLE, AND CUSTOMER AGREES IT WILL NOT SEEK TO HOLD KYOSO LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ITS SUBCONTRACTORS AND/OR PROVIDERS OF ANY THIRD PARTY AI FEATURE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CUSTOMER.

CUSTOMER ACKNOWLEDGES THAT THE PLATFORM LEVERAGES AI FEATURES AND THAT KYOSO IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD KYOSO LIABLE, FOR ANY THIRD PARTY AI FEATURES. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE PLATFORM AND OUTPUTS COMPLIES WITH ALL APPLICABLE LAWS. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE PLATFORM AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S SPECIFIC USE CASE.

FROM TIME TO TIME, KYOSO MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH CUSTOMER MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT KYOSO’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

11. INDEMNIFICATION

You shall indemnify and hold Kyoso, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Kyoso Party” and collectively, the “Kyoso Parties”) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Customer Content; (ii) your use of, or inability to use, the Platform; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any User; or (v) your violation of any applicable laws, rules, or regulations. Kyoso reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Kyoso in asserting any available defenses. This provision does not require you to indemnify any of the Kyoso Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation, or concealment, or suppression or omission of any material fact in connection with the Platform or any other service provided hereunder. You agree that the provisions in this section will survive any termination of your account, this Agreement and/or your access to the Platform.

12. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL KYOSO BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT WILL KYOSO’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY KYOSO FROM CUSTOMER PURSUANT TO THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED BY LAW. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.

13. GENERAL PROVISIONS

13.1. Governing Law. This Agreement will be governed by the laws of the State of New York, exclusive of conflict or choice of law rules.

13.2. Assignment; Subcontractors. Neither party may assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of the other party, except that Kyoso may assign this Agreement without the consent of Customer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will be binding upon each party’s respective permitted successors and assigns. Customer agrees that Kyoso may subcontract certain aspects of the Platform to qualified third parties.

13.3. Notices. Any notice under this Agreement must be given in writing to the other party (a) if to Kyoso, then to legal@kyoso.com or Lumina Platform US, Inc., at 800 North State Street, Suite 304, Dover, Delaware 19901, United States; and (b) if to Customer, then to the email address associated with Customer’s account. Notices will be deemed to have been given upon: (a) receipt (or when delivery is refused) if delivered in person or sent by recognized courier service, or (b) delivery, if sent by email that references this Section 13.3.

13.4. Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the reasonable control of such party (including, in respect of Kyoso, any delay or failure in performance resulting from the action or omission of a provider of any Connected Application, or any unavailability of any Connected Application resulting from circumstances beyond Kyoso’s reasonable control), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

13.5. Publicity. If Customer is an organization or corporate entity, Kyoso may use Customer’s name and Customer Marks to identify Customer as a customer, including on Kyoso’s website, social media and in sales and marketing materials, in the same manner in which it uses the names of its other customers. Kyoso may not use Customer’s name or Customer Marks in any other way without Customer’s prior written consent.

13.6. Export. Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Kyoso, or any products using such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Kyoso Technology is provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of the Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws. Customer further represents that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.

13.7. U.S. Government Restricted Rights. If Customer is a government end user, then this provision also applies to Customer. The software contained within the Platform and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227- 7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software,” and/or “commercial computer software documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure, or distribution thereof by or for the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

13.8. Miscellaneous. This Agreement (as may be modified from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. To the extent of any inconsistency between this Agreement and an Order, the Order shall prevail solely to the extent of the inconsistency. No terms of any purchase order, acknowledgement, or other form provided by Customer will modify this Agreement, regardless of any failure of Kyoso to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party was the drafter hereof. Kyoso may modify the terms of this Agreement at any time, and any such modification will take effect during a subsequent Renewal Term. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement. There are no third-party beneficiaries of this Agreement.

14. Dispute Resolution Agreement

14.1. Arbitration of Disputes. Subject to the terms of this agreement to arbitrate (“Arbitration Agreement”), you and Kyoso agree that all disputes or claims between you and Kyoso that arise out of or relate in any way to your use of or access to the Platform, or to this Agreement, including prior versions of this Agreement, (each, a “Dispute”) will be resolved by binding arbitration. By entering into this Arbitration Agreement, all parties are waiving their respective rights to sue in court and have a trial in front of a judge or jury. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of this Agreement containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in any court of competent jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

14.2. Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Kyoso agree to try to first resolve Disputes informally by contacting the other party in writing (the “Notice of Dispute”). If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, you or Kyoso may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process. You and Kyoso agree that any Dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

14.3. Arbitration Procedures. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The National Arbitration & Mediation (“NAM”) will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of Section 14.6. The arbitration will be conducted in the county where you reside or New York, New York, unless the parties agree to another location or the Batch Arbitration process is triggered per Section 14.7. The arbitrator will issue a final, binding written award, which may be entered in any court having jurisdiction.

14.4. Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.

14.5. Arbitration Fees. The NAM Rules will govern the payment of arbitration fees. The parties shall bear their own attorneys’ fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b)).

14.6. No Class or Representative Actions. You and Kyoso agree that, by entering into this Arbitration Agreement, all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Kyoso agree that only that particular claim or request for relief will be severed from the arbitration and may be litigated in the state or federal courts located in New York, New York.

14.7. Batch Arbitration. Notwithstanding Section 14.6, to increase the efficiency of administration and resolution of arbitrations, you and Kyoso agree that, in the event there are ten (10) or more individual requests for arbitration (“Requests”) of a substantially similar nature (i.e., Requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Kyoso by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90)-day period, NAM will (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are fewer than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM will appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). The Administrative Arbitrator’s fees shall be paid by Kyoso.

14.8. 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to Kyoso within thirty (30) days of first accepting any version of this Agreement containing an Arbitration Agreement. You must send this notice to legal@kyoso.com or Lumina Platform US, Inc., 800 North State Street, Suite 304, Dover, Delaware 19901, United States and must include: (1) your name and address; (2) the email address you used to set up your Platform account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with Kyoso.

14.9. Changes to this Arbitration Agreement. Kyoso retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Kyoso within thirty (30) days of that change at legal@kyoso.com or Lumina Platform US, Inc., 800 North State Street, Suite 304, Dover, Delaware 19901, United States. Unless you reject the change within thirty (30) days, your continued use of the Platform constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in Section 14.8 above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. Kyoso will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in Section 14.8 above.