We have designed these Terms of Service (“Terms”) to be clear and accessible, but they form a legally binding agreement and should be read thoroughly. These Terms govern your access to and use of the Services provided by Kitman Labs Limited and its affiliates. If you have any questions or require clarification, please contact us before accessing or using the Services at: legal@kitmanlabs.com.

This Agreement is entered into by and between the legal entity identified in the applicable Order Form or Statement of Work (the “Company”) and the relevant Kitman Labs contracting entity, determined as follows:

If the Company is established in the EEA, United Kingdom, or Switzerland, the contracting entity shall be Kitman Labs Limited, an Irish private limited company registered under number 518477 with its registered office at Kitman Labs, Dogpatch Labs, Unit 1 The CHQ Building, North Wall Quay D01 Y6H7, Ireland

If the Company is established in the United States of America, the contracting entity shall be Kitman Labs Inc., a Delaware corporation with a principal office at , a Delaware corporation, with a principal office at 405 El Camino Real, Suite 440, Menlo Park, CA 94025.

For all other jurisdictions, the contracting entity shall be Kitman Labs Limited, as defined above.

Collectively, the Company and the applicable Kitman Labs entity shall be referred to as the “Parties” and each individually as a “Party.”

In these Terms, “Kitman Labs”, “we”, “our”, or “us” refers to Kitman Labs Limited and any of its subsidiaries or affiliates globally involved in the provision of the Services. “You”, “your”, “yours”, or the “Company” refers to the legal entity identified in the applicable Order Form or SOW, and includes any individual using the Services on that entity’s behalf. Collectively, Kitman Labs and the Company are referred to as the “Parties”, and individually as a “Party.”

By executing an Order Form or SOW and/or by accessing or using the Services, you expressly confirm that you have read, understood, and agreed to be legally bound by these Terms and the Agreement, including all documents incorporated by reference. If you do not accept or agree to these Terms or any part of the Agreement, you must not use the Services. Any prior acceptance or consent granted by you or your representatives remains unaffected.

These Terms shall take effect as of the Effective Date, being the date of execution of the applicable Order Form or SOW. Together, these Terms and the following documents form the binding Agreement between the Parties, which governs the use of the Services across all applicable jurisdictions, unless otherwise agreed in writing:

1. The applicable Order Form(s) or Statement(s) of Work (SOW);

2. The Privacy Notice available at: https://www.kitmanlabs.com/privacy-policy/

3. Any Schedules, Attachments, Addenda specifically referenced in or appended to the Agreement;

4. Any other Policies referred to in these Terms or the Order Form or SOW;

5. This body of Terms and Conditions.

In the event of conflict, the documents comprising the Agreement shall prevail in the order listed above, unless expressly stated otherwise in a signed amendment.

This Agreement is intended to have global effect and shall be interpreted and enforced in accordance with the governing law and jurisdiction specified in the Order Form. If no such governing law is specified, then Irish law shall apply, and the courts of Ireland shall have exclusive jurisdiction, without prejudice to any mandatory rights under applicable consumer or data protection laws in other jurisdictions.

Services and Licence Grant

2.1 Service Commitment

Kitman Labs agrees to provide the Services to the Company as described in the Agreement and, more specifically, in the applicable Order Form or SOW. The Services will be delivered by the Kitman Labs entity specified in Section 1 of this Agreement, depending on the location of the Company.

2.2 Licence Grant

Subject to the terms and conditions of this Agreement, Kitman Labs grants the Company a limited, non-exclusive, non-transferable, revocable licence to access and use the Services, solely for the internal business purposes of the Company and its Affiliates. This licence is granted for the duration of the applicable Order Form or SOW and may be suspended or terminated as provided herein.

2.3 Authorised Users

The Company may, through its designated account administrator (“Account Administrator”), permit its authorised employees, contractors, and other personnel (“Authorised Users”) to access and use the Services. The Company shall ensure that all Authorised Users comply with this Agreement, and the Company is fully responsible for all acts or omissions of its Affiliates and Authorised Users as if they were its own. Company agrees to comply with any usage limitations, quotas, or thresholds specified in the applicable Order Form or Documentation, including but not limited to limitations on the number of authorized users, storage capacity, data processing volume, or API requests. Kitman Labs reserves the right to monitor usage and notify Company if usage exceeds agreed limits. In such case, Kitman Labs may require Company to upgrade to an appropriate plan or pay additional fees.Each user account must be assigned to, and used by, a single named individual. Company shall not permit shared or simultaneous use of individual user accounts by multiple individuals. Company is responsible for maintaining the confidentiality of user credentials and for all activity that occurs under its user accounts. Kitman Labs reserves the right to suspend access where shared or unauthorized use is detected.

2.4 Compliance with Laws

The Company and all Authorised Users must use the Services in a manner that complies with all applicable local, regional, and international laws and regulations, including but not limited to data protection, export control, and labour laws.

2.5 Affiliate Participation

An Affiliate of the Company may enter into its own Order Form or SOW under this Agreement by executing a document that expressly references this Agreement. In such cases, the Affiliate shall be deemed a “Company” for purposes of that Order Form or SOW, and both the original Company and the Affiliate shall be jointly and severally liable for all obligations arising thereunder. All references to “Company” in this Agreement shall be construed to include such Affiliate for the purposes of the relevant engagement.

2.6 Online Availability and Modifications

The Services are delivered online and are not accessible offline. Kitman Labs may, at its discretion and from time to time, modify, enhance, or discontinue any feature or component of the Services, temporarily or permanently, with or without notice. Kitman Labs will use commercially reasonable efforts to inform the Company of material changes in advance where feasible.

2.7 API Access

If the Services are made available via an application programming interface (“API”), the use of such API is governed by both this Agreement and separate terms regulating API usage. The Company is responsible for all outcomes and testing of any use of the API. Kitman Labs disclaims all liability for: (i) any failures or losses resulting from the API, (ii) third-party systems or services connected via the API, or (iii) excessive use of the API, which may result in temporary or permanent suspension of API access. Kitman Labs may modify or discontinue API access at any time without liability and with or without notice.

2.8 Third-Party Services and Subcontractors

Kitman Labs may use subcontractors and third-party providers (including hosting providers) to deliver the Services. Kitman Labs shall remain responsible for its own obligations under the Agreement but assumes no responsibility for the services, content, or acts of third parties unless expressly stated. Where the Company elects to enable integrations with or permit data sharing with third-party providers, the Company:

(a) Grants Kitman Labs the right to exchange data and interact with such third-party systems as reasonably necessary to facilitate the integration;

(b) Acknowledges that such exchanges are subject to the third party’s own terms, for which Kitman Labs bears no responsibility; and

(c) Agrees that any disclosure, modification, or deletion of Company Data arising from such access is solely at the Company’s risk.

Third-party integrations do not form part of the “Services” as defined under this Agreement, and Kitman Labs provides no warranties or support regarding third-party providers. The presence of a third-party integration does not imply endorsement or affiliation. Kitman Labs may restrict, replace, or remove any third-party functionality at its sole discretion and without notice.

2.9 Open Source and Third-Party Components

The Services may include components subject to “open source” licences or third-party licence terms. These components are made available under the applicable open-source or third-party licence and are provided “as is,” without any warranties of any kind, whether express or implied, including (where permissible under applicable law) implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

2.10 Service Availability

Kitman Labs shall use commercially reasonable efforts to maintain the availability and performance of the Services in accordance with the Agreement. However, the Company acknowledges that uninterrupted access is not guaranteed. Temporary unavailability may result from planned maintenance, force majeure, internet or infrastructure failures, or other causes beyond Kitman Labs’ reasonable control. Kitman Labs shall not be liable for any such interruptions and will use reasonable efforts to restore access promptly where the issue falls within its sphere of influence.

2.11 Disclaimer on Perfection

The Parties acknowledge and agree that it is technically impossible to provide fault-free software or uninterrupted Services. Kitman Labs does not warrant that the Services will be entirely free of defects or errors, nor that all faults can or will be corrected.

Support and Maintenance

3.1 Support Services

Kitman Labs shall provide commercially reasonable support services in relation to the Services (“Support”) in accordance with its then-current Support Policy, available at https://www.kitmanlabs.com/privacy-policy/ or any successor URL as notified to the Company from time to time. Kitman Labs reserves the right to amend the Support Policy at its sole discretion, provided that any material reductions in the level of Support will not apply retroactively to any current Order Form during its active subscription term unless agreed by the Company.

3.2 Scope of Support

Support is provided solely for the current version of the Services operating in accordance with Kitman Labs’ published specifications at the time of use. Kitman Labs shall have no obligation to provide Support in respect of:

(a) issues caused by the Company’s breach of this Agreement;

(b) misuse, abuse, negligence, or unauthorised modification of the Services by the Company or its Authorised Users;

(c) issues that cannot be reasonably remedied through Kitman Labs’ standard support procedures; or

(d) third-party systems, services, or environments not under Kitman Labs’ control.

3.3 Company Cooperation

The Company agrees to cooperate reasonably and in good faith with Kitman Labs in connection with any Support request, including providing:

(a) prompt access to relevant personnel and systems;

(b) sufficient information regarding the issue; and

(c) access to the Company’s IT environment or other materials necessary to replicate or diagnose the issue, to the extent legally and technically permissible.

3.4 Service Maintenance and Updates

Kitman Labs shall carry out maintenance, upgrades, and content updates to the Services using reasonable skill and care, and in accordance with prevailing industry standards. Kitman Labs may modify the Services at any time in order to:

(a) correct errors or address performance issues;

(b) improve functionality, usability, or user experience;

(c) comply with applicable legal, regulatory, or security requirements; or

(d) update content, configurations, or integrations to ensure continued compatibility and supportability.

3.5 Optimisation and Enhancements

Kitman Labs may implement changes to the Services from time to time to optimise performance, scalability, user experience, or security. Such enhancements may include, without limitation, changes to the user interface, underlying architecture, or integrated tools, provided they do not materially degrade the core functionality of the Services during the applicable subscription term.

3.6 Jurisdictional Considerations

Support shall be provided in English unless otherwise agreed in writing. Kitman Labs may, at its discretion, adapt the Support procedures or timing to reflect time zones and legal requirements in the jurisdictions where the Company and its Affiliates operate, without creating any local permanent establishment or other regulatory exposure for Kitman Labs in such jurisdictions.

Acceptable Use and Restrictions

4.1 Prohibited Conduct

The Company shall not, and shall ensure that its Affiliates, Authorised Users, and any third parties acting on its behalf do not:

(a) Use or access the Services in a manner that circumvents, exceeds, or violates any usage limits, licensing restrictions, or authorisations set out in the Agreement, any Order Form, or SOW;

(b) License, sub-license, sell, re-sell, rent, lease, transfer, assign, distribute, time-share, host, outsource, permit usage by unauthorised third parties, or otherwise make the Services available to any third party except as expressly permitted under this Agreement;

(c) Use the Services to build, support, or operate any product or service that competes with the Services or allow access to the Services by a direct competitor of Kitman Labs;

(d) Copy, reverse engineer, decompile, disassemble, attempt to derive the source code or underlying structure, ideas, or algorithms of the Services or any related software, or create derivative works based on the Services;

(e) Use the Services, including any machine-learning algorithm output generated by the Services, to train, calibrate, validate, or benchmark other systems, software, algorithms, or platforms, or for any competitive, comparative, or analytical purpose not expressly authorised by Kitman Labs;

(f) Upload, transmit, or otherwise make available via the Services any content or data that:

• violates the rights of any third party, including intellectual property, contract, privacy, or publicity rights;
• is defamatory, harassing, abusive, offensive, obscene, pornographic, or otherwise unlawful;
• violates applicable laws, including those concerning intellectual property or data protection;
• constitutes or promotes spam, unsolicited advertising, or phishing;

(g) Impersonate any person or entity (including Kitman Labs personnel), misrepresent an affiliation with Kitman Labs, or falsely imply origin or endorsement by Kitman Labs;

(h) Introduce or permit the introduction of any viruses, worms, trojans, malware, malicious code, or other harmful programs or files into the Services or Kitman Labs infrastructure;

(i) Access or attempt to access the Services other than via the internet-hosted platform deployed by Kitman Labs, or attempt to interfere with the normal functioning, integrity, or security of the Services, including:

• bypassing or breaching security protocols;
• submitting excessive API calls or engaging in abusive automated activity;
• launching denial-of-service or similar attacks;
• probing, scanning, or testing the vulnerability of the Services or any related system;

(j) Use the Services in any way that imposes, or may impose in Kitman Labs’ reasonable opinion, an unreasonable or disproportionately large load on the infrastructure supporting the Services;

(k) Encourage or facilitate any third party to engage in any of the foregoing activities.

4.2 Exclusive Use via Internet-Hosted Platform

The Services may only be accessed and used via the version hosted by Kitman Labs or its designated sub-processors. The Company is not permitted to deploy or host any part of the Services on its own infrastructure or on any third-party infrastructure, unless expressly agreed in writing by Kitman Labs.

4.3 Suspension and Enforcement

Kitman Labs reserves the exclusive right to determine whether any conduct constitutes misuse or abuse of the Services. In the event of any actual or suspected violation of this Section 4, Kitman Labs may, without liability and at its sole discretion:

• suspend or terminate the Company’s or any Authorised User’s access to the Services (in whole or in part);
• investigate and take any action deemed appropriate, including reporting to regulatory or enforcement authorities; and/or
• pursue any legal or equitable remedies available to it.

4.4 Jurisdictional Compliance

The Company shall ensure that use of the Services complies with all applicable local, national, and international laws, regulations, and codes of conduct, including those relating to intellectual property, export control, and data protection in each jurisdiction where the Services are accessed or used.

Suspension, Monitoring and Termination of Access

5.1 Investigation and Enforcement Rights

Kitman Labs reserves the right to investigate any actual or suspected breach of this Agreement, including breaches by the Company or any of its Authorised Users. If such investigation reveals a violation of these Terms or any other part of the Agreement, Kitman Labs may, in its sole discretion, suspend or terminate the Company’s or the relevant Authorised User’s access to the Services, either in whole or in part, without liability.

5.2 Operational Suspension

Kitman Labs may temporarily suspend access to the Services in whole or in part for legitimate operational purposes, including maintenance, repairs, upgrades, or system improvements. Where practicable, Kitman Labs will use commercially reasonable efforts to provide prior notice of any such suspension.

5.3 Emergency Suspension

Kitman Labs may, without notice, immediately suspend access to the Services where it reasonably determines that such action is necessary to protect the integrity, security, or availability of the Services, Company Data, or Kitman Labs’ infrastructure. This includes situations where notice is impracticable or delay could result in material harm to Kitman Labs, its other customers, or the Services.

5.4 Withdrawal and Modification of Features

Kitman Labs reserves the right, at any time and without liability, to:

• withdraw, disable, or suspend any individual feature, functionality, or component of the Services;
• modify, enhance, or otherwise alter the Services, in whole or in part;
• discontinue the provision of the Services entirely.

Such changes may be made without prior notice, provided that material changes will not adversely impact the core functionality of the Services during an active subscription term unless required for legal, security, or technical reasons.

5.5 Monitoring and Diagnostics

Kitman Labs may monitor, analyse, record, and collect metadata, usage statistics, and diagnostic information relating to the Company’s use of the Services. This includes real-time monitoring of performance and engagement data to:

• ensure compliance with this Agreement;
• enhance, optimise, or improve the Services;
• conduct product research and development;
• troubleshoot or provide technical support; or
• evaluate usage trends for internal business analysis.

5.6 Cross-Service Data Use

To the extent permitted by applicable law and in accordance with Kitman Labs’ Privacy Notice, Kitman Labs may combine and use usage data collected through the Company’s use of the Services with data collected from other Kitman Labs products or services for the purpose of:

• enabling features as instructed or configured by the Company;
• personalising or tailoring the Services;
• marketing, product development, or commercial analysis.

5.7 Termination by Kitman Labs

Kitman Labs may terminate the Company’s access to the Services, in whole or in part, at any time and for any reason, including for convenience, by providing notice to the Company where feasible. In cases of material breach or imminent harm, such termination may be effected immediately and without prior notice. Termination shall be without prejudice to any other remedies available to Kitman Labs under this Agreement or at law.

Intellectual Property and Data Rights

6.1 Ownership of Intellectual Property

Kitman Labs, its Affiliates, and licensors retain and shall continue to retain all right, title, and interest in and to the Kitman Labs Services and all related materials, including but not limited to all copyrights, trade secrets, patent rights, trademarks, trade dress, design rights, database rights, and any other intellectual or proprietary rights (“Intellectual Property Rights”). This includes any and all:

• updates, enhancements, modifications, adaptations, translations, or derivative works;
• output, models, or metadata generated by or through machine learning, artificial intelligence, or automation tools embedded in the Services;
• designs, techniques, processes, and know-how developed or used by Kitman Labs in the course of performing the Services;
• documentation, templates, scripts, APIs, configurations, and training materials.

6.2 Ownership of Work Product and Content Provided

All data, content, reports, results, or work product delivered by or on behalf of Kitman Labs in the performance of the Services (“Work Product”) shall form part of the Kitman Labs Services and shall remain the sole and exclusive property of Kitman Labs, unless otherwise expressly agreed in a mutually executed Order Form or SOW.

Subject to full and final payment of all amounts due under the applicable Order Form or SOW, and subject to the terms of this Agreement, Kitman Labs grants the Company a non-exclusive, royalty-free, worldwide, limited licence to use the Work Product delivered to the Company, solely for its internal business purposes, and for the duration of applicable intellectual property protection.

This licence does not permit:

• any resale, sublicensing, redistribution, or external disclosure;
• use beyond the scope specified in the relevant Order Form or SOW;
• commercial exploitation outside of the Company’s internal operations.

The Company may make internal copies of the Work Product only as reasonably necessary to use it in accordance with this licence.

6.3 No Transfer of Service IP

Access to and use of the Services does not confer upon the Company or any Authorised User any ownership interest in or right to any Intellectual Property Rights in the Services or the content accessible through them. Except as expressly stated, all rights not expressly granted to the Company are reserved by Kitman Labs and its licensors. The Company shall not:

• use any Kitman Labs trademark, logo, trade name, domain name, or proprietary branding without prior written consent;
• assert any right, title, or interest in or to the Services or associated materials;
• challenge or assist any third party in challenging the validity or ownership of Kitman Labs’ Intellectual Property Rights.

6.4 Third-Party Content and Marks

Certain content made available via the Services may include third-party trademarks, service marks, logos, or other proprietary materials. All such rights belong to their respective owners, and the Company agrees not to use, reproduce, or create derivative works from such third-party content without appropriate permissions or as otherwise permitted by law.

6.5 Ownership of Company IP and Data

The Company retains all rights, title, and interest in and to its own data, including Company Data, its name, logo, and any of its registered or unregistered trademarks. Nothing in this Agreement shall transfer ownership of such Company Intellectual Property Rights to Kitman Labs.

6.6 Usage Data and Derived Insights

Kitman Labs shall own and retain all rights in and to any:

• usage data generated from the performance or operation of the Services;
• metadata, logs, diagnostic data, and system performance information;
• enriched, anonymised, aggregated, or de-identified data that may include elements of Company Data (“Usage Data”).

Kitman Labs may use Usage Data to:

• train algorithms or AI models;
• benchmark performance;
• conduct analytics or research;
• develop and improve its services, offerings, and internal processes;
• support industry or market insights and statistics;
• carry out marketing, product planning, or commercial strategies.

Any use of Usage Data shall be in accordance with applicable data protection laws and Kitman Labs’ Privacy Notice.

6.7 Reservation of Rights

Except for the limited rights expressly granted in this Agreement, no licence, right, or interest in any Intellectual Property Rights is granted to the Company, whether by implication, estoppel, or otherwise. Kitman Labs reserves all rights not expressly granted herein.

Company Data

7.1 Ownership and Responsibility

As between the Parties, the Company shall retain all rights, title, and interest, including all Intellectual Property Rights, in and to any data, content, or materials submitted to, transmitted through, or stored in the Services by or on behalf of the Company or its Authorised Users (“Company Data”). Kitman Labs acknowledges that it obtains no ownership rights in Company Data.Kitman Labs may collect, compile, and use data and information related to the use and performance of the Services, including Client Data, in aggregated and anonymized form, provided that such data does not directly or indirectly identify the Client or any individual. Kitman Labs shall own all rights, title, and interest in and to such aggregated and anonymized data, including any improvements, derivatives, models, or statistical insights derived therefrom.

Kitman Labs may use such data for any lawful business purpose, including but not limited to improving the Services, developing new products or features, conducting analytics, benchmarking, research, and training of machine learning models. This right shall survive the termination or expiration of this Agreement. Kitman Labs will implement appropriate technical and organizational safeguards to ensure that such anonymization is effective and irreversible in accordance with industry best practices and applicable data protection laws.

The Company is solely responsible for ensuring that:

• it has obtained and maintains all rights, licences, consents, and permissions necessary to lawfully collect, use, disclose, store, and transmit Company Data to Kitman Labs and to authorise its processing as contemplated under this Agreement;
• the submission, use, and processing of Company Data by Kitman Labs and its sub-processors in accordance with this Agreement does not and will not infringe the rights (including intellectual property, privacy, or contractual rights) of any third party or breach any applicable laws, regulations, or codes of conduct.

7.2 Data Law Compliance and Restrictions

The Company shall ensure that its use of the Services and all processing of Company Data comply with this Agreement and all applicable local, national, and international laws, including (where applicable) the EU General Data Protection Regulation (GDPR), the UK Data Protection Act 2018, the Swiss Federal Act on Data Protection, the California Consumer Privacy Act (CCPA), and other relevant data protection or sectoral laws.

The Company shall not upload or transmit any sensitive personal data (including health data, financial account information, or data subject to sector-specific regulations such as HIPAA) into the Services unless:

• such use is expressly permitted by law;
• the Company has provided all legally required notices and obtained all necessary consents;
• in the case of protected health information under HIPAA, the Company and Kitman Labs have entered into a valid Business Associate Agreement (BAA) in advance of any such processing.

7.3 Licence to Company Data

The Company grants to Kitman Labs and its Affiliates a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, transferable, assignable, irrevocable, and perpetual licence to host, use, reproduce, modify, adapt, publish, prepare derivative works from, translate, publicly display, publicly perform, distribute, and otherwise process the Company Data and any associated intellectual property rights, but solely for the following purposes:

• to provide, maintain, support, and improve the Services;
• to verify compliance with the Agreement;
• to exercise Kitman Labs’ legal rights or defend against claims;
• to comply with applicable laws or legal obligations;
• for product development, benchmarking, or analytics, to the extent permitted under applicable law and only using aggregated and/or de-identified forms of Company Data.

7.4 Right to Decline Use

Kitman Labs reserves the right, in its sole discretion and without liability, to decline, remove, or restrict access to any Company Data that:

• violates this Agreement;
• infringes third-party rights;
• is unlawful or objectionable;
• poses a security or operational risk to the Services.

Kitman Labs will, where practicable, provide notice of such removal unless prohibited by law or where immediate action is required to protect the integrity of the Services or third-party rights.

7.5 Processing and Disclosure

Kitman Labs may process, transmit, store, disclose, or access Company Data to:

• perform its obligations under this Agreement;
• enable the provision and technical support of the Services;
• prevent or investigate suspected breaches or misuse of the Services;
• comply with a valid legal request, court order, or regulatory obligation;
• verify the Company’s compliance with the Agreement, where Kitman Labs has a good-faith belief of non-compliance.

Access, Infrastructure, and Security Obligations

8.1 Connectivity and Access Requirements

The Company is solely responsible for maintaining a reliable and secure internet connection, and for ensuring that any device used to access the Services is properly configured and connected to the internet with sufficient bandwidth and data throughput to support uninterrupted use of the Services. Access to the Services requires an active and functional internet connection and is contingent upon the Company’s own infrastructure meeting the minimum technical specifications advised by Kitman Labs.

8.2 Responsibility for Access Environment

The Company is solely responsible for:

• procuring and maintaining its own hardware, software, telecommunications equipment, and networking infrastructure required to access and use the Services;
• ensuring the security of its own IT systems, networks, and internet access;
• all costs and expenses associated with internet connectivity and data usage incurred in connection with the use of the Services;
• implementing and maintaining adequate security controls (including firewall, antivirus, and access restriction mechanisms) within its IT environment.

8.3 Transfer Point and Kitman Labs’ Responsibility

Kitman Labs’ responsibility with respect to the availability of the Services is limited to ensuring that the Services are functional at the transfer point between Kitman Labs’ data communication network and the public internet. Kitman Labs shall not be responsible for failures, delays, or interruptions in service caused by the Company’s systems, internet connectivity, or third-party networks beyond this transfer point.

8.4 Data Transmission Volumes

The volume and frequency of data transmissions between the Customer and the Services may vary depending on the specific features used, the configuration of the Services, and the frequency and manner of the Customer’s use. The Customer remains solely responsible for all data transfer and storage costs associated with such transmissions, including but not limited to costs incurred for data sent or received via internet connections, cellular data networks (e.g., 3G, 4G, 5G), Wi-Fi, satellite, or any other communications infrastructure or transmission medium used to access the Services

8.5 Security of Company Data and Infrastructure

The Company is solely responsible for all Company Data (including any personal data, such as athlete performance data or health data) that it or its Authorised Users input into, transmit through, or otherwise process using the Services. Kitman Labs shall not be liable for any unauthorised access, data breach, corruption, or other security incident resulting from:

• the Company’s failure to implement and maintain appropriate technical and organisational safeguards;
• the use of insecure or outdated hardware or software;
• negligence or misuse of access credentials by the Company or its personnel;
• any access to or use of Company Data after such data has been exported, extracted, or transmitted outside the Services, including through use of APIs, manual exports, integrations, or other Customer-directed mechanisms;
• any third-party systems, services, or applications to which the Customer chooses to transmit or connect Company Data, including through any integrations or data sharing tools provided by Kitman Labs.

Kitman Labs has implemented and maintains appropriate technical and organisational measures designed to protect Company Data against unauthorised or unlawful access, disclosure, alteration, or destruction, in accordance with applicable data protection laws and industry standards.

8.6 Risks of Electronic Communication

The Company acknowledges and accepts the inherent risks associated with the transmission and storage of data over the internet, including the possibility of interception by unauthorised third parties. Kitman Labs does not guarantee the security of any data transmitted electronically and disclaims all liability for any loss, damage, or injury arising from the interception or compromise of Company Data during transmission, except to the extent caused by Kitman Labs’ gross negligence or wilful misconduct.

8.7 Authorised User Access and Credentials

Access to the Services is permission-based and restricted to named, individual Authorised Users as designated by the Company. Each Authorised User must access the Services using their own unique credentials and only within the scope of the permissions granted to them. The Company and its Authorised Users shall not:

• share access credentials with others;
• allow unauthorised individuals to access the Services;
• impersonate another user or misrepresent user identity.

If additional users require access, such access must be requested in writing and approved by Kitman Labs. The Company is responsible for all activity conducted under its Authorised Users’ credentials.

8.8 Prohibition on Non-Human or Automated Access

The Services are intended for direct, individual human user interaction only. The Customer shall not, and shall not permit any third party to, access or interact with the Services via bots, automated scripts, scrapers, AI agents (including large language model-based agents), or other non-human or automated mechanisms, whether software-based or hardware-based, except as expressly authorised by Kitman Labs in writing (e.g., via an approved API or documented integration). Any such unauthorised access may result in immediate suspension or termination of the Customer’s access to the Services.

8.9 Backup Responsibilities

The Company is solely responsible for regularly performing comprehensive backups of the Company Data processed or stored using the Services. Backup and disaster recovery services are not included as part of the standard Services unless expressly agreed in writing. Kitman Labs shall not be liable for any data loss resulting from the Company’s failure to perform or maintain adequate backups.

Data Protection and Processing of Personal Data

9.1 Roles and Responsibilities

For the purposes of applicable data protection laws, including but not limited to the EU General Data Protection Regulation (EU GDPR), the UK General Data Protection Regulation (UK GDPR), the Swiss Federal Act on Data Protection (FADP), the California Consumer Privacy Act and California Privacy Rights Act (collectively, the CCPA/CPRA), the Personal Information Protection and Electronic Documents Act (PIPEDA), other applicable U.S. state data privacy laws (such as the Virginia Consumer Data Protection Act and the Colorado Privacy Act), and any other laws or regulations relating to privacy, data protection, or the processing of personal data that are applicable to the Parties (collectively, the “Data Protection Laws”), the Parties acknowledge and agree that:

• the Company acts as the data controller (or equivalent under applicable law) in relation to any personal data processed in connection with the Services; and
• Kitman Labs acts as the data processor (or equivalent) when processing personal data on the Company’s behalf.

9.2 Data Processing Addendum and EU/UK Addendum

All processing of personal data by Kitman Labs on behalf of the Company shall be governed by the Kitman Labs Privacy Notice available at: https://www.kitmanlabs.com/privacy-policy/, which is incorporated by reference into this Agreement.

Where the Company is established in the European Economic Area (EEA) or United Kingdom, or where EEA/UK personal data is processed under this Agreement, the Privacy Notice shall include and incorporate the applicable EU Standard Contractual Clauses (SCCs) or UK Addendum to the SCCs (as published by the UK Information Commissioner’s Office), as required under the EU GDPR or UK GDPR respectively.

9.3 HIPAA Compliance and Business Associate Agreement

To the extent the Company is subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and wishes to upload or otherwise process Protected Health Information (PHI) as defined under HIPAA, the Company shall not do so unless and until the Parties have entered into a separate, written Business Associate Agreement (BAA) in compliance with HIPAA requirements. Absent such a BAA, the Company agrees not to transmit PHI to Kitman Labs through the Services.

9.4 Company Obligations and Representations

The Company shall:

• ensure it has all necessary rights, lawful bases, notices, and consents to enable Kitman Labs and its sub-processors to lawfully process personal data under the Agreement;
• not cause Kitman Labs to process any personal data in a manner that violates applicable Data Protection Laws;
• determine the suitability of the Kitman Labs Services for its data processing activities;
• configure and use the Services in compliance with applicable privacy, security, and data protection obligations, including any data minimisation or purpose limitation requirements.

The Company warrants that its processing instructions and provision of Company Data to Kitman Labs will not cause Kitman Labs to breach any applicable laws.

9.5 Use of Data for Service Improvement

In accordance with applicable law, Kitman Labs may collect and use de-identified, aggregated, or otherwise anonymised data derived from the Company’s use of the Services (“Usage Data”) for the purposes of:

• benchmarking and analytics;
• machine learning and algorithm training;
• improving the functionality, security, and performance of the Services;
• product development and research.

Such use will not disclose any personal data in identifiable form and will be carried out in compliance with the Kitman Labs Privacy Notice.

9.6 Logging, Monitoring and Audit

Kitman Labs may log and monitor activity on the Services, including access, creation, editing, or deletion of data by Authorised Users. This logging is conducted for security, support, compliance, and audit purposes, and is governed by Kitman Labs’ Privacy Notice.

9.7 Security Incidents and Notification

If the Company becomes aware of any actual or suspected:

• unauthorised access, loss, or disclosure of personal data; or
• security incident impacting personal data processed using the Services,

the Company must immediately notify Kitman Labs’ Data Protection Officer (DPO) at: dpo@kitmanlabs.com, and provide all necessary details and cooperation to support Kitman Labs’ investigation, mitigation, and notification obligations under applicable Data Protection Laws.

9.8 Cross-Border Data Transfers

Where Company Data is transferred internationally (e.g., outside the EEA, UK, or Switzerland), Kitman Labs shall ensure that such transfers are subject to appropriate safeguards under applicable law, including:

• the EU Standard Contractual Clauses (Commission Decision 2021/914);
• the UK Addendum to the SCCs;
• reliance on an adequacy decision; or
• other approved mechanisms as permitted by applicable Data Protection Laws.
  
  

Fees, Invoicing, and Payment Terms

10.1 Fees and Payment Obligations

The Company agrees to pay all fees, charges, and amounts (“Fees”) specified in the applicable Order Form or Statement of Work (“SOW”). Unless otherwise stated in the Order Form or SOW:

• Fees shall be invoiced annually in advance, with the first invoice issued on the Effective Date or the service commencement date stated in the applicable Order Form or SOW;
• Payment shall be due within thirty (30) days from the date of invoice, in the currency specified in the relevant Order Form or SOW;
• Invoices shall be delivered by email to the billing contact designated by the Company.

10.2 Price Adjustments

Kitman Labs may increase its standard Fees on an annual basis in line with market rates, inflation indices, or as otherwise reasonably determined by Kitman Labs. Any such changes will be communicated:

• via email to the Company’s designated Account Administrator; or
• by notice within the Service portal or on the Kitman Labs legal or support website.

New or increased fees for additional services, features, or support tiers may be introduced at any time upon notice. Fee adjustments shall not apply retroactively to Order Forms or SOWs already in effect unless expressly stated.

10.3 Non-Cancellable and Non-Refundable Commitments

Once executed by both Parties, each Order Form or SOW shall be non-cancellable and non-refundable. The term specified in the Order Form or SOW shall constitute a continuous, non-divisible commitment for the entire duration, and the Company shall remain liable for all Fees regardless of any interim suspension, invoice schedule, or level of actual usage.

All Fees are final and non-refundable, including any:

• setup or onboarding fees;
• implementation or configuration charges;
• professional services or consulting fees; or
• payments for unused Service periods or downtime.

10.4 Purchase Orders and Conflicting Terms

If the Company issues a purchase order or similar procurement document, it must cover the full amount due under the relevant Order Form or SOW. Any additional or conflicting terms included in a purchase order or other documentation issued by the Company are expressly rejected and shall have no effect on the Agreement. The Agreement and incorporated documents provided by Kitman Labs shall solely govern the relationship between the Parties.

10.5 Late Payments and Remedies

If any undisputed Fees remain unpaid after the due date:

• Kitman Labs may charge late fees or default interest on overdue amounts at the maximum rate permitted by applicable law;
• The Company shall be liable for all reasonable legal fees, collection costs, and other expenses incurred by Kitman Labs in seeking recovery of overdue amounts;
• Kitman Labs may, upon providing written notice, suspend access to the Services until all overdue amounts are paid in full. Suspension shall not relieve the Company of its payment obligations.

10.6 Taxes and Withholdings

All Fees are exclusive of applicable taxes, duties, levies, imposts, or governmental assessments (collectively, “Taxes”), including but not limited to:

• VAT (value-added tax), GST (goods and services tax), sales and use taxes, business or digital services taxes, and other similar transactional taxes;
• interest, penalties, or surcharges thereon.

The Company shall be solely responsible for:

• determining, paying, and remitting all Taxes imposed on its purchase or use of the Services;
• not deducting any Taxes or withholdings from payments to Kitman Labs, unless required by law. If a deduction or withholding is legally required, the Company shall gross up the payment so that Kitman Labs receives the full amount it would have received had no such deduction or withholding been made.

If the Company claims exemption from Taxes, it shall provide Kitman Labs with a valid and properly executed tax exemption certificate authorized by the relevant governmental authority. Each Party shall bear sole responsibility for any Taxes assessed on its own net income, employment, or property.

10.7 Place of Supply for Tax Purposes

For the purposes of determining the applicable place of taxation, the Company hereby confirms that Kitman Labs may rely on the “ship-to” name and address specified in the applicable Order Form or SOW as the location of supply. The Company shall promptly notify Kitman Labs in writing of any change to its billing, legal, or tax status that may affect the application of Taxes.

Subscription Term, Renewal, Termination, and Post-Termination Obligations

11.1 Subscription Term and Commencement

Each Order Form or Statement of Work (“SOW”) shall specify a defined subscription term (“Subscription Term” or “Term”), which shall commence on the start date specified in the applicable Order Form or the effective date of the applicable SOW, as relevant.

11.2 Automatic Renewal

Unless otherwise stated in an Order Form or SOW, each Subscription Term shall automatically renew for successive twelve (12) month periods (“Renewal Terms”) unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term. The pricing for any Renewal Term may be subject to annual increases as provided in Clause 10.

11.3 Effect of Expiration or Termination of an Order Form or SOW

The expiration or termination of any individual Order Form or SOW shall not affect the validity or enforceability of any other Order Form or SOW then in effect. The overarching terms of this Agreement shall continue in force for so long as at least one Order Form or SOW referencing or incorporating this Agreement remains active.

11.4 Termination for Cause

Either Party may terminate this Agreement, in whole or in part, upon written notice to the other Party if the other Party:

(a) commits a material breach of this Agreement or any Order Form or SOW, and fails to cure such breach within thirty (30) days of receiving written notice thereof; or

(b) becomes insolvent or subject to any voluntary or involuntary petition in bankruptcy, receivership, administration, liquidation, or similar legal proceedings that are not dismissed within sixty (60) days of filing, or makes an assignment for the benefit of creditors.

11.5 No Refunds

Upon termination or expiration of this Agreement or any Order Form or SOW, no refunds or credits shall be issued for:

• any unused portion of the Subscription Term;
• any prepaid Fees or professional services;
• any downtime or limited access periods.

11.6 Payment Upon Termination

Upon termination or expiration of the Agreement for any reason:

• the Company shall promptly pay Kitman Labs all Fees accrued and unpaid as of the effective date of termination or expiration;
• all rights and licences granted to the Company under this Agreement shall immediately terminate, including access to and use of the Services and any Kitman Labs intellectual property;
• Kitman Labs’ obligation to provide any further Services under the Agreement shall cease.

11.7 Survival of Terms

The expiration or termination of this Agreement shall not affect any provisions which by their nature are intended to survive such expiration or termination. Without limitation, any provisions relating to confidentiality, intellectual property, limitations of liability, indemnification, and governing law shall survive the expiration or termination of this Agreement. along with any other terms that by their nature are intended to survive.

11.8 Data Retrieval and Transition Assistance

During the Term, the Company may extract its Company Data using standard export functionalities available within the Services. Upon termination or expiration of the Agreement:

• if the Company fails to retrieve its Company Data, or
• if the Company requests transition or offboarding assistance,

Kitman Labs shall provide reasonable transition support, subject to the execution of a new mutually agreed Order Form or SOW specifying:

• the nature and scope of such services;
• applicable service levels and deliverables; and
• Kitman Labs’ then-current professional services rates.

Such transition services shall be provided on a time-and-materials basis, and Kitman Labs shall have no obligation to retain any Company Data beyond its standard retention period, unless otherwise agreed in writing or required by law.

Force Majeure

12.1 Definition and Scope

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (excluding payment obligations) where and to the extent such failure or delay is caused by circumstances beyond its reasonable control, which were not foreseeable at the time of entering into the Agreement and could not have been avoided or overcome through the exercise of reasonable diligence (each, a “Force Majeure Event”).

Force Majeure Events may include, but are not limited to:

• natural disasters such as earthquakes, floods, fires, storms, and other acts of God;
• epidemics, pandemics, or public health emergencies;
• war (declared or undeclared), terrorism, armed conflict, embargoes, or civil unrest;
• government actions, orders, laws, regulations, or restrictions;
• national strikes, industrial disputes, or labour shortages (excluding those involving the Affected Party’s own employees or contractors);
• failure of utilities, or widespread power or infrastructure outages not caused by the Affected Party.

12.2 Excluded Events

The following events shall not constitute Force Majeure Events:

• technological failures within the Affected Party’s control, such as software bugs, server downtime, or system misconfigurations;
• internet connectivity or telecommunications failures caused by the Affected Party’s infrastructure;
• financial distress, insolvency, or the inability of a Party to meet its payment obligations.

12.3 Effect of a Force Majeure Event

If a Party (the “Affected Party”) is prevented from performing its obligations due to a Force Majeure Event:

• the Affected Party shall promptly notify the other Party in writing of the occurrence, nature, and expected duration of the Force Majeure Event;
• the performance of the Affected Party’s affected obligations shall be suspended for the duration of the Force Majeure Event;
• the Affected Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable;
• the non-Affected Party shall be excused from performance of its reciprocal obligations to the extent they are dependent on the Affected Party’s affected obligations.

12.4 Payment Obligations Not Excused

For the avoidance of doubt, Force Majeure shall not excuse, suspend, or delay the Company’s obligation to make any payments due under this Agreement or under any Order Form or SOW. All payment obligations shall remain in effect, except to the extent that Kitman Labs is unable to deliver Services for a prolonged period due to a Force Majeure Event, in which case the Parties may negotiate a mutually agreed adjustment or credit.

12.5 Extended Force Majeure

If a Force Majeure Event continues for a period of more than sixty (60) consecutive days, either Party may, upon written notice to the other Party, terminate the affected Order Form or SOW (or the Agreement, if all Services are materially affected), without liability, except for amounts due and payable up to the effective date of such termination.

Confidentiality

13.1 Obligation of Confidentiality

During the Term and thereafter, each Party receiving Confidential Information (“Recipient”) shall:

• use the Confidential Information of the disclosing Party (“Disclosing Party”) solely for the purpose of performing its obligations or exercising its rights under this Agreement;
• not disclose such Confidential Information to any third party except as expressly permitted under this Clause;
• protect such Confidential Information from unauthorised access, use, or disclosure using the same degree of care it applies to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

13.2 Permitted Disclosures

The Recipient may disclose the Disclosing Party’s Confidential Information only to those of its:

• Affiliates,
• employees,
• legal counsel, auditors, and professional advisors,
• service providers or consultants,

who have a demonstrable need to know such information for purposes related to this Agreement, provided that such recipients are bound by written confidentiality obligations no less restrictive than those contained herein. The Recipient shall remain liable for any unauthorised use or disclosure of Confidential Information by such recipients.

13.3 Compelled Disclosure

If the Recipient is required by applicable law, regulation, legal process, or order of a court or governmental authority to disclose any Confidential Information of the Disclosing Party, the Recipient shall:

• provide prompt written notice to the Disclosing Party (unless legally prohibited from doing so);
• cooperate, at the Disclosing Party’s reasonable request and expense, in seeking a protective order, confidentiality agreement, or other appropriate remedy to prevent or limit the scope of such disclosure;
• disclose only that portion of the Confidential Information which is legally required to be disclosed, and use reasonable efforts to ensure it is treated confidentially by the receiving authority.

13.4 Injunctive Relief

The Recipient acknowledges that any unauthorised use or disclosure of the Disclosing Party’s Confidential Information may result in irreparable harm, for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in any competent court of jurisdiction, in addition to any other remedies available under applicable law or this Agreement.

13.5 Survival

The obligations under this Clause 13 shall survive termination or expiration of the Agreement for a period of five (5) years, or longer if required by applicable law or if the information constitutes a trade secret under applicable law, in which case such obligations shall survive for so long as the information retains its status as a trade secret.

Representations, Warranties and Disclaimers

14.1 Mutual Representations and Warranties

Each Party represents and warrants to the other that:

• it is duly incorporated or validly existing under the laws of its jurisdiction of incorporation or formation, and has the full corporate power and authority to enter into and perform its obligations under this Agreement;
• this Agreement has been duly authorised, executed, and delivered by it and constitutes a valid and binding obligation enforceable against it in accordance with its terms;
• no consent, approval, or authorisation of any third party is required in connection with the execution, delivery, or performance of this Agreement.

14.2 Company-Specific Warranties

The Company further represents and warrants that:

• it has obtained all required consents, authorisations, and legal bases under applicable data protection, privacy, or confidentiality laws to collect, store, process, and transmit any personal data, non-public personal information, or other Company Data through the Services;
• it has the legal right to instruct Kitman Labs to process such data as contemplated under this Agreement;
• all information provided to Kitman Labs in connection with the Services is complete, accurate, and not misleading.

14.3 Disclaimer of Warranties

Except for the express warranties stated in this Agreement, and to the fullest extent permitted by applicable law:

(a) The Services are provided “as is” and “as available”, without any warranties or guarantees of any kind, whether express, implied, statutory, or otherwise.

(b) Kitman Labs (on its own behalf and on behalf of its Affiliates, licensors, and third-party suppliers) expressly disclaims all warranties, whether express, implied, or statutory, including but not limited to:

• any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement;
• warranties arising from the course of dealing, usage, or trade practice.

(c) Kitman Labs does not warrant that:

• the Services will be uninterrupted, secure, or error-free;
• any defects will be corrected;
• the Services or the results of their use will meet the Company’s requirements, expectations, or business outcomes;
• any information, content, data, or materials made available through the Services will be accurate, complete, timely, reliable, or secure.

(d) Kitman Labs disclaims all responsibility and liability for:

• errors or omissions caused by human or machine error, system malfunctions, viruses, worms, malware, or similar destructive code;
• damage resulting from any delays, data loss, transmission failures, or disruptions related to telecommunications, internet, or external service providers;
• instructions, information, or materials provided by the Company;
• the use of or reliance on third-party content or services accessed through the Services.

14.4 Third-Party Services

To the extent the Company uses or enables any third-party products, services, platforms, or integrations in conjunction with the Services, the Company acknowledges that:

• such third-party services are governed solely by the applicable terms of the relevant third-party provider;
• Kitman Labs assumes no liability or responsibility for such third-party services, and makes no warranties or representations with respect to their availability, functionality, or performance;
• any disputes, liability, or remedies in relation to third-party services shall be governed exclusively by the applicable third-party agreement.

14.5 No Reliance

Each Party confirms and agrees that, in entering into this Agreement, it has not relied on any statements, representations, warranties, conditions, or undertakings (whether made innocently or negligently) other than those expressly set out in this Agreement, and it shall have no rights or remedies in respect of any such statements not so expressly set out.

14.6 Entire Risk

The entire risk arising out of use of the Services, including any results generated from such use, shall remain solely with the Company. No Kitman Labs representative, employee, or agent is authorised to make any modification, extension, or addition to the limited warranties and disclaimers set out in this Agreement.

Exclusion of Liability

15.1 Liability Not Excluded or Limited

Nothing in this Agreement shall exclude or limit either Party’s liability:

• for death or personal injury caused by its negligence;
• for fraud or fraudulent misrepresentation;
• for wilful misconduct or gross negligence;
• for any other liability that cannot be excluded or limited under applicable law.

15.2 Exclusion of Indirect and Consequential Losses

To the fullest extent permitted by applicable law, Kitman Labs and its Affiliates shall not be liable under or in connection with this Agreement (whether in contract, tort, negligence, strict liability, breach of statutory duty, indemnity, or otherwise), for any:

• loss of profits, revenue, business, or business opportunity;
• loss of anticipated savings or loss of use;
• loss of or corruption to data, databases, software, or systems;
• loss or damage to goodwill or reputation;
• business interruption or increased costs of working;
• loss of agreements or contracts;
• cost of procurement of substitute products or services;
• wasted expenditure or management time;
• pure economic loss;
• punitive, special, incidental, exemplary, indirect, or consequential damages,

even if Kitman Labs was advised of the possibility of such loss or damages, or if such losses were foreseeable.

15.3 No Liability for Certain Claims

Kitman Labs shall have no liability for any claims, losses, or damages arising out of or in connection with:

• errors or omissions in any data, content, materials, or instructions provided by the Company;
• reliance by the Company or any third party on the output, reports, or data generated by the Services;
• delays, failures, or losses caused by internet or telecommunications disruptions, access issues, or third-party service providers;
• the Company’s failure to maintain adequate backup facilities, implement available workarounds, or follow recommendations from Kitman Labs’ support team or documentation;
• unauthorised access to, or alteration, theft, destruction, or disclosure of Company Data caused by the Company’s own systems or failure to implement reasonable security measures.
  
  

Limitation of Liability

16.1 Exceptions to Liability Cap

Notwithstanding anything to the contrary in this Agreement, the liability cap set out in Clause 15 (Limitation of Liability) shall not apply to the following categories of liability, which shall remain uncapped, to the extent not prohibited by applicable law:

(a) Kitman Labs’ rights under Clause 6 (Intellectual Property);

(b) either Party’s breach of its obligations under Clause 13 (Confidentiality);

(c) liability for death or personal injury caused by that Party’s negligence;

(d) physical damage to tangible real or personal property caused by that Party’s negligence;

(e) liability for a Party’s gross negligence or wilful misconduct;

(f) Kitman Labs’ right to recover any undisputed unpaid Fees or charges due under this Agreement or any Order Form or SOW.

16.2 Aggregate Liability Cap

Subject to Clause 16.1, and to the fullest extent permitted by applicable law, the total, aggregate liability of either Party (and their respective Affiliates), whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, arising out of or in connection with this Agreement, including any Order Form or SOW, shall be limited to an amount equal to the total Fees actually paid by the Company to Kitman Labs under the applicable Order Form or SOW in the twelve (12) month period immediately preceding the first event giving rise to such liability.

16.3 Independent Risk Allocation

Each provision of this Agreement that limits liability, disclaims warranties, or excludes damages has been individually negotiated and represents an agreed allocation of risk between the Parties. The Parties expressly acknowledge that:

• this allocation of risk is a material term of the Agreement;
• it is reflected in the Fees charged by Kitman Labs; and
• it forms a fundamental basis of the bargain between the Parties.

16.4 Severability of Limitation Provisions

Each limitation of liability, disclaimer of warranty, and exclusion of damages under this Agreement is:

• separate, severable, and independently enforceable; and
• shall survive and remain effective even if any other provision of this Agreement is held to have failed in its essential purpose or is deemed unenforceable under applicable law.
  
  

Indemnification

17.1 Indemnification by the Company

The Company shall indemnify, defend, and hold harmless Kitman Labs, its Affiliates, and its and their respective officers, directors, employees, contractors, agents, representatives, and licensors (collectively, “Kitman Labs Indemnitees”) from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, penalties, fines, costs, and expenses, including reasonable legal and professional fees (collectively, “Claims”), whether formal legal proceedings are initiated or not, arising out of or relating to:

(a) any breach by the Company or its Authorised Users of this Agreement, including any representation, warranty, or obligation set out herein;

(b) the use or misuse of the Services by the Company or its Authorised Users, including in breach of applicable laws or third-party rights;

(c) any negligent or wilful acts or omissions by the Company or its Authorised Users;

(d) any violation of applicable law, including but not limited to data protection, export control, consumer protection, or intellectual property laws;

(e) any Claim arising from or related to Company Data, including but not limited to claims involving:

• lack of proper legal basis or consent to collect, process, store, or share personal data;
• alleged infringement of third-party intellectual property rights; or
• breaches of privacy, confidentiality, or proprietary rights.

17.2 Indemnification by Kitman Labs

Kitman Labs shall indemnify, defend, and hold harmless the Company, its Affiliates, and their respective officers, directors, and employees (collectively, “Company Indemnitees”) from and against any third-party Claim that the Company’s authorised use of the Services, as provided by Kitman Labs and in accordance with this Agreement, infringes any third-party intellectual property rights (excluding any infringement resulting from Company Data, modifications not authorised by Kitman Labs, or use in combination with non-Kitman Labs systems or data).

17.3 Indemnification Procedure

A Party seeking indemnification under this Agreement (the “Indemnified Party”) must:

(a) promptly notify the other Party (the “Indemnifying Party”) in writing of any Claim for which indemnification is sought, provided that any delay shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such delay;

(b) provide the Indemnifying Party with sole control over the defence and/or settlement of the Claim (subject to Clause 17.5); and

(c) provide all reasonable cooperation and assistance, at the Indemnifying Party’s expense, in connection with the defence of the Claim.

17.4 Exclusions to Kitman Labs’ Indemnity

Kitman Labs shall have no liability under Clause 17.2 to the extent a Claim:

• arises from the Company’s use of the Services in breach of this Agreement;
• results from the combination of the Services with data, software, hardware, or other materials not provided by Kitman Labs;
• would have been avoided by using a newer version or update of the Services made available by Kitman Labs;
• is based on any modification or configuration of the Services by the Company or any third party not authorised by Kitman Labs;
• arises from Company Data, including any content or inputs provided by the Company.

17.5 Settlement

The Indemnifying Party may settle any Claim for which it has accepted responsibility, provided that:

• such settlement does not admit liability or impose any obligation on the Indemnified Party other than the payment of money fully borne by the Indemnifying Party;
• any settlement that requires any admission of fault by, or imposes a material obligation on, the Indemnified Party shall require the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed.

17.6 Obligation to Mitigate

Any indemnification obligation under this Agreement is subject to the condition that the Indemnified Party uses reasonable efforts to mitigate any loss or damages. Kitman Labs’ indemnification obligations are further conditioned upon:

• being granted full control of the defence;
• not being prejudiced by any act or omission of the Company;
• not being liable to indemnify any claim arising out of the Company’s own breach of this Agreement.

17.7 Third-Party Data Claims

Notwithstanding any limitation of liability in this Agreement, the Company shall indemnify, defend, and hold harmless the Kitman Labs Indemnitees from and against any and all Claims brought by third parties alleging that the Company Data (including the collection, use, or disclosure thereof) violates applicable law or infringes any privacy rights, confidentiality obligations, or intellectual property rights of any third party.

Export Control, Sanctions and Trade Compliance

18.1 Compliance with Export Laws and Sanctions

The Kitman Labs Services, including all related technical data, software, technology, and any derivatives thereof, are subject to applicable export control, economic sanctions, trade restrictions, and anti-boycott laws and regulations of the United States, the European Union, the United Kingdom, and other applicable jurisdictions (“Export Restrictions”). Each Party shall at all times comply with all such Export Restrictions in connection with its performance under this Agreement.

18.2 Restricted Party Representation

Each Party represents and warrants that:

• it is not a “Restricted Party” (as defined below);
• it is not owned or controlled by, or acting on behalf of, a Restricted Party; and
• it will not engage in any conduct that would cause the other Party to violate any applicable Export Restrictions, trade sanctions, or anti-money laundering laws.

For the purposes of this Agreement, a “Restricted Party” means any person, entity, or government (or any of their affiliates or representatives) that is:

(a) located, organised, incorporated, or resident in a country or territory subject to comprehensive sanctions, including but not limited to Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, or Luhansk regions of Ukraine, or any other territory designated from time to time by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or the United Nations;

(b) identified on, or owned or controlled by any person or entity identified on, any applicable government-maintained list of restricted or sanctioned parties, including:

• the OFAC Specially Designated Nationals and Blocked Persons List,
• the U.S. Department of Commerce Entity List or Denied Persons List,
• the U.S. Department of State Nonproliferation Sanctions List,
• the EU Consolidated Sanctions List,
• the UK Office of Financial Sanctions Implementation (OFSI) Consolidated List, and
• the United Nations Security Council Sanctions Lists, or any similar list maintained by competent authorities in any relevant jurisdiction.

18.3 Company Obligations

The Company agrees that it shall not, directly or indirectly:

• access, use, export, re-export, transfer, or make available the Kitman Labs Services to or from any Restricted Party or Sanctioned Territory, or
• permit access to or use of the Kitman Labs Services by any Authorised User, employee, or third party in violation of applicable Export Restrictions.

The Company acknowledges that it is solely responsible for:

• determining its compliance obligations under all relevant Trade Restrictions;
• ensuring that any Company Data or content transmitted through the Services does not violate applicable export, sanctions, or anti-money laundering laws;
• implementing adequate internal controls to prevent unauthorised access to the Services in violation of this clause.

18.4 No Inducement to Violate Law

For the avoidance of doubt, nothing in this Agreement shall be construed to require or induce either Party to act in a manner that would contravene applicable laws, regulations, or sanctions regimes. If any obligation under this Agreement would cause a violation of any Export Restrictions, such obligation shall be deemed suspended to the extent necessary to comply with applicable law.

18.5 Remedial Action and Suspension

Kitman Labs reserves the right to:

• immediately suspend or terminate access to the Services without liability if it reasonably believes that the Company or its Affiliates or Authorised Users are in breach of this Clause 18;
• conduct audits or request reasonable assurances regarding the Company’s compliance with applicable Export Restrictions;
• take any other actions required to comply with applicable law or requests from competent authorities.
  
  

US Government Specific Provisions

19.1 Commercial Computer Software Designation

All Kitman Labs Services, including the software, documentation, and related technical data provided under this Agreement or any applicable Service Schedule, are designated as “commercial computer software” and “commercial computer software documentation”, as such terms are defined in:

• Federal Acquisition Regulation (FAR) 2.101 for civilian agency procurements, and
• Department of Defense FAR Supplement (DFARS) 252.227-7014(a)(1) for defense agency procurements.

19.2 Rights for Civilian Agencies

If the Kitman Labs Services are licensed to or acquired by or on behalf of a U.S. federal civilian agency, Kitman Labs provides such Services and associated technical data pursuant to the terms of this Agreement, and in accordance with:

• FAR 12.211 (Technical Data),
• FAR 12.212 (Computer Software), and
• any successor regulations thereto.

19.3 Rights for Department of Defense Agencies

If the Kitman Labs Services are licensed to or acquired by or on behalf of the U.S. Department of Defense (DoD) or a DoD contractor or subcontractor, Kitman Labs provides such Services and associated documentation and technical data subject to the terms of this Agreement, and in accordance with:

• DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation),
• DFARS 252.227-7015 (Technical Data—Commercial Items), and
• any successor regulations thereto.

19.4 Precedence Over Conflicting Provisions

Except as may be expressly set forth in a mutually agreed Service Schedule, this Clause supersedes and governs in place of any FAR, DFARS, or other clause or regulation that would otherwise grant the U.S. Government rights in software or technical data not explicitly granted under this Agreement. No other rights, including rights to modify, reverse engineer, or disclose software source code, are granted except as expressly provided herein or as required under applicable law.

19.5 Notice of U.S. Government Use

Any access or use of the Services by the U.S. Government constitutes acknowledgment that the Kitman Labs Services are “commercial items”, and that the government’s rights are limited to those expressly granted under this Agreement. No other rights are granted, except as mandated under federal procurement regulations.

Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement.

Enforcement

Each party acknowledges and agrees that the covenants contained herein are reasonable, that valid consideration has been and will be received. Each party recognises that the confidentiality and intellectual property provisions in this Agreement are vitally important to the continuing welfare of the other party, that any breach of these provisions will result in irreparable harm to the other party, and that no remedy at law will be an adequate remedy for any violation thereof. Accordingly, in the event of any violation or threatened violation of such provisions, in addition to any other available remedies, each party shall have the right to institute and maintain a proceeding to compel specific performance thereof or to seek an injunction for permanent or temporary restraint of any action by the other party in violation of the foregoing sections, without any requirement to post a bond or other security.

Relationship of the Parties

Each party will act as an independent contractor under the Agreement. The Agreement does not create any actual or apparent agency, partnership, franchise, joint venture, or common undertaking, co-ownership, or relationship of employer and employee between the parties for any purpose whatsoever. Neither party will exercise control over the activities and operations of the other party. Each party will conduct all of its business in its own name and as it deems fit, provided it does not contravene this Agreement. Neither party will engage in any conduct inconsistent with its status as an independent contractor, have authority to bind the other with respect to any agreement or other commitment with any third party, or enter into any commitment on behalf of the other.

Publicity

Kitman Labs may promote that the Company is a client of Kitman Labs by disclosing that relationship on its website and in the manner set forth in the Order Form, if applicable. Promptly following the execution of This Agreement, the parties will cooperate in drafting an announcement for public distribution regarding the relationship between the parties. Such announcement will be subject to the mutual approval of the parties. Company also agrees to participate in a case study and at least one mutually agreed publicity opportunity during the term of this agreement.

Waiver

Any party may waive compliance by another party with any provision of this Agreement. The failure of a party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No waiver of any provision shall be construed as a waiver of any other provision. Any waiver must be explicitly set forth in writing and signed by the party waiving compliance. Any single or partial exercise of any right, remedy, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Severability

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any court determines that any provision of this Agreement or any part thereof is invalid or unenforceable because of the duration, geographic scope or otherwise, the court shall limit or modify the provision to the minimum extent necessary to permit enforcement to the greatest extent permitted by law, and the provision, as modified, shall then be enforced.

Notices

Any notice required or permitted to be given under this Agreement shall only be effective if provided in writing and delivered using email, certified or registered post; or

a nationally recognised overnight courier, to the appropriate Party at the email address or physical address specified in the Order Form, with a copy, in the case of Kitman Labs, sent to legal@kitmanlabs.com. Each Party expressly consents to the service of legal process via registered post.

Governing Law and Jurisdiction

The Parties agree that the governing law and jurisdiction for all claims and disputes arising out of or in connection with this Agreement shall be determined as follows, based on the Company’s address as specified in the Order Form.

United Kingdom, a Member State of the European Economic Area, or Switzerland: This Agreement, including any disputes or claims (whether contractual or non-contractual) arising out of or in connection with its subject matter or formation, shall be governed by and construed in accordance with the laws of the Republic of Ireland. The Parties irrevocably agree that the courts of the Republic of Ireland shall have exclusive jurisdiction to resolve such disputes or claims. The United Nations Convention on Contracts for the International Sale of Goods (1980) (“CISG”) is expressly excluded and shall not apply.

United States: This Agreement shall be governed by the laws of the State of California, United States, without reference to conflict of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the state or federal courts located in San Francisco County, California, for all disputes arising out of or in connection with this Agreement. The CISG, the Uniform Computer Information Transactions Act (UCITA), and choice of law rules are expressly excluded. Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in any court of competent jurisdiction for matters relating to intellectual property rights.

Australia: This Agreement shall be governed by the laws of New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales. The CISG is expressly excluded and does not apply. Any legal action arising under this Agreement must be commenced within two (2) years of the cause of action arising. Each Party irrevocably waives, to the fullest extent permitted by law, any right to a trial by jury in any legal proceeding arising out of or relating to this Agreement.

Singapore: This Agreement shall be governed by the laws of Singapore. The Parties submit to the non-exclusive jurisdiction of the courts of Singapore. The CISG is expressly excluded and does not apply. Any legal action arising under this Agreement must be commenced within two (2) years of the cause of action arising.

All Other Locations: This Agreement, including any disputes or claims (whether contractual or non-contractual) arising out of or in connection with its subject matter or formation, shall be governed by and construed in accordance with the laws of the Republic of Ireland. The Parties irrevocably agree that the courts of the Republic of Ireland shall have exclusive jurisdiction to resolve such disputes or claims. The United Nations Convention on Contracts for the International Sale of Goods (1980) (“CISG”) is expressly excluded and shall not apply.

Entire Agreement and Amendments

This Agreement constitutes the final, complete, and exclusive expression of the agreement between the Parties regarding the Services provided under it. The Agreement supersedes and replaces, and the Parties disclaim any reliance on, all prior oral and written communications, including any confidentiality agreements relating to the Services under this Agreement, as well as any representations, proposals, understandings, undertakings, or negotiations with respect to its subject matter. The terms of the Agreement apply to the exclusion of any other terms that the Company seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. The Agreement may be updated from time to time by Kitman Labs, but the commercial aspects of the Order Form or SOW may only be amended by a written agreement signed by an authorised representative of both Parties. The terms of this Agreement shall prevail over the terms and conditions of any purchase order or other ordering document issued by the Company. Such purchase orders or ordering documents shall have no legal force or effect, even if Kitman Labs does not expressly reject them.

Amendments

Kitman Labs reserves the right to amend these Terms and the Agreement. In the event of material changes to the Agreement, Kitman Labs will notify Company by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Company after reasonable notice will be considered acceptance of the updated Terms and Agreement.

Definitions

• Account means a unique account established by Company to enable its Authorised Users to access and use a Kitman Labs Service.

• Account Administrator means the person designated by Company as its primary administrative contact for the purposes of support, issues related to outages and other problems and technical items and who has authority from the Company to bind the Company and administer the subscription to the Service and designate additional Authorised Users.

• Affiliate of a Party refers to any entity in which the Party directly or indirectly owns or controls more than fifty percent (50%) of the voting interests of the said entity.

• API means the Kitman Labs application programming interface, which is a set of defined protocols, routines, and tools provided by Kitman Labs to enable customers or third-party applications to access specific features, data, or services within Kitman Labs’ platform in accordance with these Terms. Access to and use of the API is governed by the limitations, restrictions, and conditions outlined in these Terms or any other separate set of API terms and conditions entered into between the parties.

• Authorised User refers to an individual person, whether an employee, partner, contractor, representative or agent of the Company or its Affiliates, who is registered by the Company within the Company’s Account to access and use the Kitman Labs Services. Each Authorised User must be identified by a unique email address and username, and the Services cannot be shared by two or more individuals using the same Authorised User credentials. Authorised Users are required to keep their registration information up to date throughout the Term. If the Authorised User is not an employee of the Company, their access to the Kitman Labs Services is permitted only if they are subject to confidentiality obligations with the Company that are at least as restrictive as those outlined in the Agreement and are using the Services exclusively to support the internal business purposes of the Company and/or its Affiliates.

• Confidential Information refers to the Kitman Labs Services, content, and information, including but not limited to technical data, or know-how of either party to this Agreement including either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source and object code, client information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities, security policies and pricing; and any other information belonging to a Party or its Affiliates that is disclosed in writing or orally whether designated as confidential or proprietary at the time of disclosure to the receiving Party or not, including its Affiliates (“Recipient”). and the terms and conditions of the Agreement between the Parties. Confidential Information excludes information that is or becomes generally known to the public through no fault or breach of the Agreement by the Recipient, was lawfully in the Recipient’s possession at the time of disclosure without restriction on use or disclosure, was independently developed by the Recipient without use of or reference to the disclosing Party’s Confidential Information, or was lawfully obtained by the Recipient from a third party under no obligation of confidentiality and without restriction on use or disclosure.

• Company Data means any content, materials, data and information that Company or its Authorised Users enter into the Kitman Labs Services, including, but not limited to, any athlete personal data and information contained in such content, materials or data. Company Data does not include any component of the Services or material provided by or on behalf of Kitman Labs.

• Data Protection Laws means all applicable legislation and regulations relating to the protection of personal data and privacy, including, but not limited to the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any applicable national laws or regulations implementing or supplementing the GDPR, the UK Data Protection Act 2018 (“DPA 2018”), the UK GDPR as defined in section 3(10) of the DPA 2018 (as amended by The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019), the California Consumer Privacy Act of 2018 (“CCPA”), the California Privacy Rights Act (“CPRA”), and any subsequent regulations or amendments thereto, the ePrivacy Directive (Directive 2002/58/EC) as amended and any national implementing legislation, as well as any future ePrivacy regulations that may replace it, and any other applicable laws, regulations, or binding guidelines relating to the processing, privacy, and protection of personal data in any relevant jurisdiction, including industry codes of practice where legally binding.

• Intellectual Property Rights means all rights and interests in all patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon, registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill, registered and unregistered copyrights and all other literary and author’s rights or moral rights, trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable, all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world, applications for and registrations, renewals, and extensions of any of the foregoing; and exclusive and non-exclusive licence rights to any of the foregoing. This also encompasses all equivalent or similar rights that may exist anywhere in the world.

• Materials refers to written and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations and designs, whether provided by Kitman Labs or otherwise.

• Order Form means the order form signed by the parties that sets forth the pricing and the Kitman Labs Services received by Company.

• Services refers to the services derived from the athlete management online system and related services described on the Order Form which are provided by Kitman Labs to the Company in accordance with the terms of this Agreement.

• Third-Party Services means services, software, products, applications, integrations, and other features or offerings that are provided through Kitman Labs or obtained by Company from a third party.