Terms of Service

Terms governing your use of Kosmos

Last updated: July 17, 2026 · Effective: July 2026

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1. Introduction

Please read these terms carefully before using our services.

This agreement ("Agreement") is between Kosmos AI Labs, Inc. ("Kosmos," "we," "us") and the entity or person agreeing to these terms ("Customer," "you"). By using our services, you agree to these terms.

2. Services

2.1 Platform Access

Kosmos provides a preventative intelligence platform that automates Root Cause Analysis (RCA) and Risk Event detection through an INGEST, CORRELATE, SURFACE, ACT, and LEARN lifecycle (the "Services"). We grant you a non-exclusive, non-transferable license to access and use the Services during your subscription term for your internal business purposes.

2.2 Service Level

We commit to platform availability as described in our Service Level Agreement.

2.3 Support

We provide commercially reasonable support during your subscription via email ([e-mail]) and your dedicated support channel.

3. Customer Responsibilities

3.1 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately of any unauthorized access or suspected breach.

3.2 Authorized Users

You may permit your employees, contractors, and agents to access the Services. You are responsible for their compliance with this Agreement. Account sharing between individual users is prohibited.

3.3 Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose

• Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Services

• Interfere with or disrupt the integrity or performance of the Services

• Share access credentials with competitors of Kosmos

• Use automated tools to scrape, extract, or harvest data from the Services

• Sublicense, resell, or transfer your access rights to third parties

• Introduce malicious code, viruses, or harmful components into the Services

• Use the Services to process data in a manner that violates applicable law or the rights of any third party

We may suspend or terminate your access immediately for violations of this section.

3.4 Your Data

You retain ownership of all data, logs, telemetry, and other content you upload or provide to the Services ("Customer Data"). You grant us a limited license to use Customer Data solely to provide, maintain, and improve the Services for your account. You represent that (a) you have all necessary rights to provide the Customer Data to us, and (b) your Customer Data does not infringe or violate the rights of any third party.

3.5 System Data Requirements

As part of the INGEST and CORRELATE phases, you agree to provide only read-only access to the technical logs, API metadata, and system performance metrics necessary for the Services. You are responsible for ensuring that any data you provide complies with your own security policies and applicable law.

4. Fees and Payment

4.1 Fees

Fees are specified in your Order Form. All fees are in U.S. dollars, non-cancelable, and non-refundable except as expressly stated in this Agreement or required by applicable law.

4.2 Commitment Period

All subscriptions have a minimum 12-month commitment period regardless of billing frequency. Whether you pay monthly, quarterly, or annually, you are obligated to pay for the full commitment period specified in your Order Form.

4.3 Payment Terms

Payment is due as specified in your Order Form. We may suspend access for accounts more than 30 days past due after providing written notice.

4.4 Price Changes

We may adjust fees at renewal by providing at least 60 days' written notice before the end of the then-current subscription term.

4.5 Taxes

Fees exclude taxes. You are responsible for all applicable sales, use, VAT, GST, and similar taxes, except for taxes based on our net income.

5. Term and Renewal

5.1 Subscription Term

Your subscription begins on the start date specified in your Order Form and continues for the term specified therein.

5.2 Renewal

Subscriptions automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

5.3 Termination for Cause

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within 30 days of written notice describing the breach in reasonable detail.

5.4 Effect of Termination

Upon termination or expiration, your right to access the Services ends immediately. We will make your Customer Data available for export for 30 days following termination, after which we will delete it, unless applicable law requires a longer retention period.

5.5 Refund Upon Termination for Cause

If you terminate this Agreement due to our uncured material breach, we will refund a pro-rata portion of any prepaid fees covering the unused portion of the subscription term.

6. Intellectual Property

6.1 Our IP

We own all rights, title, and interest in and to the Services, including all software, algorithms, models, documentation, and improvements. Nothing in this Agreement transfers any ownership of our intellectual property to you.

6.2 Feedback

If you provide feedback, suggestions, or ideas regarding the Services, we may use such feedback without restriction or obligation to you.

6.3 Aggregated and Anonymized Data

We may collect and use aggregated, anonymized data derived from your use of the Services to improve our products, develop benchmarks, and refine our AI models. This data will not identify you, your users, or your systems individually. Customers who do not wish their data used for general model training may opt out by contacting us at the address below.

7. Confidentiality

Each party agrees to protect the other party's confidential information using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and not to disclose such information to third parties except as necessary to perform this Agreement or as required by law (with notice where permitted). This obligation survives termination of this Agreement for a period of three (3) years.

8. Data Protection

We process personal data in accordance with our Data Processing Agreement and Privacy Policy. To the extent you provide us with personal data of EU/EEA or UK individuals, the Data Processing Agreement governs such processing and is incorporated herein by reference.

9. Warranties and Disclaimers

9.1 Our Warranty

We warrant that the Services will perform materially as described in our documentation during your subscription term. If we breach this warranty, we will use commercially reasonable efforts to correct the non-conformity. If we cannot do so within a reasonable time, you may terminate the affected portion of the Services and receive a pro-rata refund for the remaining prepaid term.

9.2 Your Warranty

You warrant that (a) you have the authority to enter into this Agreement on behalf of the Customer entity, and (b) your use of the Services will comply with all applicable laws and regulations.

9.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The Services are tools designed to assist with your operational intelligence and risk management program. We do not guarantee that use of the Services will prevent any particular incident, outage, or adverse event. You remain solely responsible for your operational decisions and outcomes.

9.4 AI Features Disclaimer

The Services utilize artificial intelligence and machine learning to perform Root Cause Analysis, risk event detection, and predictive recommendations. We do not warrant the accuracy, completeness, or reliability of AI-generated outputs, including RCA findings, risk scores, or recommended actions. You are responsible for reviewing and validating all AI-generated output before relying on it for operational or business decisions. AI outputs are informational and do not constitute professional advice.

10. Indemnification

10.1 By Kosmos

We will defend you against third-party claims alleging that the Services, as provided by us and used in accordance with this Agreement, infringe a third party's intellectual property rights, and pay damages finally awarded (or settlements we approve in writing). If such infringement is likely or determined, we may, at our option: (a) modify the Services to be non-infringing, (b) procure a license for your continued use, or (c) terminate your subscription with a pro-rata refund of prepaid fees.

10.2 By Customer

You will defend us against third-party claims arising from (a) your Customer Data, (b) your breach of this Agreement, or (c) your violation of applicable law, and pay damages finally awarded against us (or settlements you approve in writing).

10.3 Conditions

Indemnification obligations require: (a) prompt written notice of the claim, (b) sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without consent), and (c) reasonable cooperation at the indemnifying party's expense.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions

The limitations in Sections 11.1 and 11.2 do not apply to:

• (a) either party's breach of its confidentiality obligations;

• (b) either party's indemnification obligations under Section 10;

• (c) Customer's payment obligations; or

• (d) Customer's violations of Section 3.3 (Acceptable Use).

12. General

12.1 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond that party's reasonable control, including natural disasters, acts of war or terrorism, labor disputes, government actions, internet or infrastructure outages, or acts of third-party service providers. This section does not excuse payment obligations.

12.2 Assignment

You may not assign this Agreement or any rights hereunder without our prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets. Any purported assignment in violation of this section is void. We may assign this Agreement freely.

12.3 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Illinois, without regard to its conflict of law principles. Any disputes will be resolved exclusively in the state or federal courts located in Cook County, Illinois. Each party consents to personal jurisdiction in those courts.

12.4 Entire Agreement

This Agreement, including all Order Forms, the Data Processing Agreement, and any referenced policies (SLA, Privacy Policy), constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements.

12.5 Amendments

We may update these terms by posting a revised version at kosmoslabs.ai/legal/terms. We will provide at least 30 days' written notice of material changes. Continued use of the Services after the effective date of a change constitutes your acceptance.

12.6 Notices

Notices to us must be sent to [e-mail] or:

Kosmos AI Labs, Inc. 1918 N. Mendell St. Chicago, IL 60642

We may send notices to the email address associated with your account.

12.7 Severability

If any provision of this Agreement is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

12.8 Waiver

Our failure to enforce any provision of this Agreement will not constitute a waiver of our right to enforce it in the future.

12.9 Export Compliance

You agree to comply with all applicable export control and trade sanctions laws and regulations, including the U.S. Export Administration Regulations (EAR) and programs administered by the U.S. Office of Foreign Assets Control (OFAC). You represent that you are not located in, and are not a national or resident of, any country subject to U.S. trade sanctions, and that you are not on any U.S. government restricted party list.

12.10 Anti-Corruption

Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party in connection with this Agreement.

13. Contact

Questions about these terms? Contact us at [e-mail].

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Questions? Contact [e-mail] | app.kosmoslabs.ai

© 2026 Kosmos AI Labs, Inc.