Master Subscription Agreement

1.1 Services Overview

Kozo Pulse provides a software-as-a-service ("SaaS") platform accessible at https://kozopulse.com that delivers brand intelligence and monitoring services (the "Services"). The Services include:

• Brand Monitoring: Tracking how Customer's brands, products, and competitors are mentioned and perceived across AI Answer Engines including ChatGPT, Claude, and Gemini.
• Visibility Analysis: Measuring frequency and prominence of brand mentions in AI-generated responses to relevant queries.
• Sentiment Tracking: Analyzing positive, neutral, and negative sentiment in how AI systems discuss Customer's brands.
• Competitive Intelligence: Comparative analysis of brand performance versus competitors within AI ecosystems.
• Recommendations: AI-powered insights and recommendations for improving brand visibility and perception.
• Reporting and Dashboards: Customizable dashboards, scheduled reports, and data exports.

The specific features, query limits, brand limits, and service tiers available to Customer are defined in the applicable Order.

1.2 Platform Access

Subject to Customer's compliance with this Agreement and payment of applicable Fees, Kozo Pulse grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely for Customer's internal business purposes.

2.1 Users and Accounts

"Users" are Customer's employees, contractors, or agents whom Customer authorizes to access the Services using login credentials ("Login Credentials") provided by Kozo Pulse.

Customer may not exceed the maximum number of Users specified in the Order. If Customer wishes to add additional Users beyond the Order limit, Customer must upgrade to an appropriate plan or purchase additional user seats.

2.2 User Responsibilities

Customer is responsible for:

• Maintaining the confidentiality of all Login Credentials
• Not sharing Login Credentials between multiple individuals
• Ensuring Users comply with this Agreement
• All activities that occur under Customer's account and Login Credentials
• Promptly notifying Kozo Pulse of any unauthorized access or security breach

3.1 Usage Restrictions

Customer will not, and will not permit anyone else to:

Unauthorized Access or Use:

• Access the Services using methods other than the provided interface
• Share, resell, rent, lease, or provide access to the Services to third parties (except authorized Users)
• Use the Services on behalf of third parties or in a service bureau arrangement

Reverse Engineering:

• Reverse engineer, decompile, disassemble, or attempt to discover source code or algorithms
• Create derivative works of the Services
• Copy or modify any part of the Services

Circumvention and Interference:

• Circumvent any usage limits or access restrictions
• Interfere with or disrupt the Services or servers/networks connected to the Services
• Perform any security testing, vulnerability assessment, or penetration testing without prior written consent
• Use any automated means to access the Services except through documented APIs

Harmful Use:

• Transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to other customers' data
• Use the Services to violate any applicable laws or regulations
• Use the Services in any manner that could harm Kozo Pulse's reputation or business

4.1 Subscription Fees

Customer will pay the subscription fees ("Fees") specified in the Order. All Fees are in British pounds (GBP) unless otherwise specified in the Order.

4.2 Billing Cycle

Fees are billed based on the billing cycle specified in the Order:

• Monthly Plans: Billed monthly in advance
• Annual Plans: Billed annually in advance
• Custom Plans: Billed according to the Order terms

4.3 Payment Terms

Unless otherwise specified in the Order:

• Invoices are due within 30 days of the invoice date
• Payment is made via credit card through Stripe or via bank transfer for annual contracts over £10,000
• Fees are non-refundable except as explicitly stated in this Agreement

4.4 Late Payment

If Customer fails to pay Fees when due:

• Customer will pay interest on overdue amounts at 1.5% per month (or the maximum rate permitted by law, whichever is less)
• Kozo Pulse may suspend access to the Services after providing 10 days' notice
• Customer remains obligated to pay all Fees for the subscription term

4.5 Taxes

Fees are exclusive of all taxes, duties, and similar government charges ("Taxes"). Customer is responsible for paying all applicable Taxes, except for taxes based on Kozo Pulse's net income.

5.1 Customer Data

"Customer Data" means all data, information, and content that Customer or its Users submit to or input into the Services, including brand names and product names to monitor, search queries and monitoring parameters, notes, annotations, and comments added to reports, custom dashboard configurations, and user-generated content within the platform.

5.2 Customer Data License

Customer grants Kozo Pulse a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, display, and create derivative works from Customer Data solely to provide and improve the Services, generate monitoring reports and insights, create aggregated anonymized analytics, comply with legal obligations, and enforce this Agreement.

Kozo Pulse will not use Customer Data to train machine learning models or create services competitive with Customer's business.

5.3 Customer Data Ownership

Customer retains all ownership rights in Customer Data. Kozo Pulse claims no ownership or intellectual property rights in Customer Data except for the limited license granted above.

5.4 Kozo Pulse Intellectual Property

Kozo Pulse and its licensors retain all right, title, and interest in and to the Services and platform software, Service Content (except Customer Data embedded within it), all algorithms, technology, and methodologies, Kozo Pulse trademarks, logos, and branding, and documentation and training materials.

5.5 Aggregated Data

Kozo Pulse may collect and analyze aggregated, anonymized usage statistics and analytics about the Services ("Aggregated Data"). Aggregated Data does not identify Customer or any individual and may be used by Kozo Pulse for any purpose, including improving the Services, marketing, and research.

6.1 Service Availability

Kozo Pulse will use commercially reasonable efforts to maintain the Services with a target availability of:

"Availability" means the Services are accessible and usable through the primary interface. Excluded from availability calculations: scheduled maintenance windows, emergency maintenance, outages caused by factors outside Kozo Pulse's control, issues with third-party AI systems, and issues caused by Customer's actions or environment.

6.2 Support Services

Kozo Pulse provides support based on Customer's subscription tier:

7.1 Data Protection Compliance

Kozo Pulse will process Customer Data in accordance with this Agreement, Kozo Pulse's Privacy Policy, the Data Processing Agreement (DPA) incorporated by reference, and applicable data protection laws.

7.2 Data Processing Agreement

To the extent Kozo Pulse processes personal information subject to the European General Data Protection Regulation (GDPR), UK GDPR, or similar data protection laws, the parties agree to comply with the Data Processing Agreement available at https://kozopulse.com/legal/dpa, which is incorporated into this Agreement by reference.

7.3 Data Security

Kozo Pulse implements appropriate technical and organizational security measures to protect Customer Data, including encryption in transit (TLS 1.2 or higher), encryption at rest for sensitive data, regular security assessments and penetration testing, access controls and authentication mechanisms, security monitoring and incident response procedures, and employee security training.

8.1 AI Systems

The Services integrate with third-party AI systems including ChatGPT (OpenAI), Claude (Anthropic), and Gemini (Google). These integrations are necessary to provide the core brand monitoring functionality.

8.2 No Control Over Third Parties

Kozo Pulse does not control third-party services and is not responsible for third-party service availability or performance, changes to third-party APIs or pricing, third-party data processing or privacy practices, or third-party service interruptions or terminations.

8.3 Data Sharing with Third Parties

By using the Services, Customer authorizes Kozo Pulse to share limited Customer Data (brand names, products, search queries) with third-party AI systems solely to provide the monitoring Services. Kozo Pulse will not share Login Credentials, account information, or personal information with AI providers.

9.1 Kozo Pulse Performance Warranty

Kozo Pulse warrants that:

• The Services will perform materially in accordance with the documentation available at https://kozopulse.com/help
• Kozo Pulse will not materially decrease the overall functionality of the Services during any paid subscription term
• Kozo Pulse will provide the Services using personnel of required skill and experience
• Kozo Pulse will comply with applicable laws in providing the Services

9.2 Warranty Remedy

If Kozo Pulse breaches the Performance Warranty and Customer provides written notice describing the breach, Kozo Pulse will use commercially reasonable efforts to correct the breach within 30 days. If Kozo Pulse cannot correct the breach within 30 days, either Party may terminate this Agreement and upon such termination, Kozo Pulse will refund prepaid Fees for the unused portion of the term.

9.3 Warranty Disclaimers

10.1 Consequential Damages Waiver

10.2 Liability Cap

11.1 Agreement Term

This Agreement begins on the date Customer first accepts these terms or uses the Services ("Effective Date") and continues until all Orders have expired or been terminated, AND at least 90 days have passed since the last active Order.

11.2 Order Term

Each Order has an initial subscription term specified in the Order ("Initial Term"). Unless either Party provides notice of non-renewal at least 30 days before the end of the Initial Term, the Order will automatically renew for successive renewal terms ("Renewal Terms") of equal length to the Initial Term.

11.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:

• Fails to cure a material breach within 30 days after receiving written notice specifying the breach
• Ceases operations without a successor
• Becomes subject to bankruptcy, receivership, or similar insolvency proceedings

11.4 Effect of Termination

Upon termination or expiration of this Agreement:

• Customer's right to access the Services terminates immediately
• Customer must cease using the Services and Service Content
• All Login Credentials are deactivated
• Customer must pay all outstanding Fees through the end of the then-current subscription period
• For 30 days after termination, Customer may request export of Customer Data

12.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any legal action arising out of or related to this Agreement must be brought in the courts of England and Wales. Each Party irrevocably consents to the exclusive jurisdiction and venue of these courts.

12.2 Entire Agreement

This Agreement, including the Order and the Data Processing Agreement, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications.

12.3 Amendments

This Agreement may be amended only by a written document signed by authorized representatives of both Parties, OR by Kozo Pulse providing 60 days' notice of changes, which become effective at the start of the next Renewal Term.

If you have questions about this Master Subscription Agreement, please contact us at: contact@kozopulse.com