This Terms of Service Agreement, together with the Service Level Agreement, Acceptable Usage Policy, any other documents referenced herein and any amendments signed between the parties (collectively, this "Agreement") is made between the parties herein and forms part of the Agreement between them for services contracted as set out in the Service Order ("Service Order") for the provision of services set forth on the Service Order.

By executing and delivering the service order, clicking the "I Accept" button, signing an agreement or accessing or using any of the services, you expressly agree to and consent to be bound by all of the terms of this agreement.

"Acceptable Usage Policy" or "AUP" means the Kumoyo Technologies Acceptable Usage Policy, posted on our website, as such policy may be amended from time to time by Kumoyo Technologies.

"Beta Services" means pre-production versions of services that are offered by Kumoyo Technologies to certain customers for the sole purpose of testing and evaluating such services.

"Confidential Information" means all confidential and proprietary information of a party disclosed either before or after the effective date of this Agreement and marked as such (if such information is capable of being so marked) regarding such party's products and business that are disclosed by such party (the "Disclosing Party") to the other party (the "Non-Disclosing Party") under this Agreement including, but not limited to, the Disclosing Party's intellectual property.

"Fees" means the Setup Fees, Recurring Fees and Non-Recurring Fees.

"Initial Term" means that period of time commencing upon the Service Commencement Date and ending either (i) one (1) month thereafter or (ii) upon expiration of the Service Contract period set forth on the Service Order, if other than monthly.

"Non-Recurring Fees" mean those fees set forth on the Service Order that are due when and if a particular Service is utilized, such as additional bandwidth used by you during the term of this Agreement.

"Recurrence Period" means the recurring period upon which you agree to pay for the Services as set forth in the Service Order.

"Recurring Fees" mean those fees set forth on the Service Order that are due on a recurring basis throughout the term of this Agreement upon each Recurrence Period.

"Renewal Term" means the subsequent renewal of the Initial Term or any Renewal Term, commencing upon expiration of such Initial Term or Renewal Term and ending upon either (i) one (1) month thereafter or (ii) expiration of the Service Contract period set forth on the Service Order if other than monthly.

"Service Commencement Date" means that date upon which you are given access by Kumoyo Technologies to begin using the Services.

"Service Level Agreement" means the Kumoyo Technologies Service Level Agreement, posted at our website, as such agreement may be amended from time to time by Kumoyo Technologies.

Kumoyo Technologies shall provide the Services in accordance with this Agreement, the Service Level Agreement, and the Acceptable Usage Policy.

Kumoyo Technologies shall use commercially reasonable efforts to make the Services available to you 24 hours a day, 7 days a week, except for:

• planned downtime for maintenance, of which Kumoyo Technologies shall give at least 24 hours' prior notice; and
• unplanned downtime due to circumstances beyond Kumoyo Technologies' reasonable control.

Kumoyo Technologies shall provide you with access to support services as described in the Service Level Agreement.

Kumoyo Technologies shall maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of your data.

You shall:

• provide Kumoyo Technologies with all necessary cooperation, information, and access to your systems and personnel required for the provision of the Services;
• be solely responsible for the accuracy, quality, integrity, and legality of your data and of the means by which you acquired your data;
• use the Services in compliance with all applicable laws, regulations, and the Acceptable Usage Policy;
• be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services;
• be responsible for maintaining the security of your account, passwords and files;
• be responsible for all content posted and activity that occurs under your account;
• be responsible for all activities that occur under your account, including the actions of any users, employees, or third parties you authorize to access the Services.

Certain Services are designed to help you comply with regulatory guidelines that may be applicable to you. You are responsible for understanding the regulatory requirements applicable to your business and for selecting and using Kumoyo Technologies Services in a manner that satisfies the requirements.

Your initial invoice will include any Setup Fees and the pro-rated portion of the Recurring Fees from the Service Commencement Date until expiration of the Recurrence Period. Thereafter, Kumoyo Technologies will invoice you in advance for the Recurring Fees and in arrears for the Non-Recurring Fees at the beginning of each Recurrence Period.

The Recurring Fees set forth in the Service Order shall remain fixed during the Initial Term. Upon commencement of any Renewal Term, the Recurring Fees for the Services shall be subject to the published fees then in effect at the date of such renewal.

Payments: Unless otherwise agreed by Kumoyo Technologies, payment for Services is due on the invoice date. Any amount not paid when due will bear late payment interest at the rate of the lesser of 2% per month or the highest rate permitted by law from the due date until paid.

You must notify Kumoyo Technologies in writing of any disputed Fees within fourteen (14) days of the invoice date for such Fees.

You acknowledge and agree that Kumoyo Technologies may suspend providing the Services to you, in whole or in part, without liability if:

• you fail to pay the Fees due to Kumoyo Technologies for a period of twenty-eight (28) days after the date of the invoice;
• you are in violation of the Acceptable Usage Policy;
• you fail to reasonably cooperate with Kumoyo Technologies' investigation of any suspected breaches of this Agreement;
• Kumoyo Technologies reasonably believes that the servers hosting the Services have been accessed or manipulated by a third party without your or Kumoyo Technologies' consent;
• Kumoyo Technologies reasonably believes that suspension of the Services is necessary to protect the environment generally; or
• Kumoyo Technologies is obligated to suspend Services via subpoena, court order or otherwise as required by law.

Kumoyo Technologies may restrict access to your data stored on Kumoyo Technologies' servers during any suspension.

The term of this Agreement shall be the Initial Term and any Renewal Terms. This Agreement will automatically renew for successive Renewal Terms at the end of the Initial Term or any Renewal Term; provided, however, either party may terminate this Agreement for convenience upon at least thirty (30) days' prior written notice to the other party.

If the Services are cancelled before the end of the then-current term of this Agreement, there will be no credits or refunds issued.

Termination for Breach: Without limiting your right to early termination, you may terminate this Agreement in the event of a material breach by Kumoyo Technologies upon no less than fifteen (15) days' prior written notice and opportunity to cure such material breach.

Kumoyo Technologies may from time to time conduct routine tests, maintenance, upgrade or repair on any part of the network, and Kumoyo Technologies shall use commercially reasonable efforts to give you prior notice thereof. You acknowledge that there may be instances where it is not practicable for Kumoyo Technologies to give advance notice of a disruption, for example, in the event of an emergency, and Kumoyo Technologies shall be entitled to disrupt the Services to conduct restoration and remedial works without prior notice.

Each party will safeguard and keep confidential all Confidential Information of the other and will return the other's Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement.

Clients agree and accept that they will not be involved in providing any negative or neutral feedback about Kumoyo Technologies outside of the kumoyotech.com domain support channel or feedback line - This includes any social networking, third party review services, paid reputation services, etc.

Kumoyo Technologies represents that it shall provide the Services in compliance with its Service Level Agreement. Except for this warranty, Kumoyo Technologies and its licensors disclaim any and all other warranties, express or implied, relating to the services, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Kumoyo Technologies specifically disclaims any warranty that the operation of the service will be uninterrupted or error free. You are solely responsible for implementing adequate firewall, password and other security measures to protect your systems, data and applications from unwanted intrusion.

Except for Kumoyo Technologies' gross negligence or willful misconduct, Kumoyo Technologies' and its licensor's cumulative liability to you and all other parties for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this agreement or the use of the services shall not exceed the total fees paid by you during the period of three (3) months immediately preceding the date on which the event giving rise to the claim occurred.

Kumoyo Technologies and its licensors shall not be liable for any special, incidental, consequential, exemplary, punitive or other indirect damages, or for lost profits or lost data arising out of the use or inability to use the services, even if Kumoyo Technologies has been advised of the possibility of such damages.

Kumoyo Technologies shall defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions, losses and expenses (including, but not limited to, reasonable attorneys' fees and fees of experts) arising out of any threatened or actual claim by any third party arising out of or relating to:

• Kumoyo Technologies' gross negligence or willful misconduct; or
• a claim that the Services as provided by Kumoyo Technologies under this Agreement infringe upon the Zambian patent or copyright of a third party.

You shall defend, indemnify and hold Kumoyo Technologies, its affiliates or any of its respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to your gross negligence or willful misconduct or your violation of the Acceptable Usage Policy or the law.

Each of us shall retain all right, title and interest in and to each party's respective intellectual property rights, including without limitation, all patents, inventions, trademarks, copyrights and trade secrets. Any intellectual property used, developed or otherwise reduced to practice in providing the Services to you shall be the sole and exclusive property of Kumoyo Technologies and/or its licensors, unless we specifically agree in writing otherwise.

You acknowledge and agree that you do not acquire any ownership interest in any of the servers or other hardware used to provide the Services hereunder. Similarly, we do not acquire any ownership interest in the content or data that you store on the servers or transmit via the Services.

If you elect to participate in any evaluation or test of Kumoyo Technologies Beta Services, then you acknowledge that such Beta Services are provided "AS IS, AS AVAILABLE" with no warranty whatsoever.

You acknowledge that the Beta Services are a pre-release, pre-production version and may not work properly, and that your use of the Beta Services may expose you to unusual risks of operational failures. You should not use Beta Services in a live production environment.

You agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us. You agree that all information regarding your beta test is "Confidential Information" of Kumoyo Technologies.

By providing your contact information, you consent to receive communications from us, including One-Time Passwords (OTPs) and other service-related messages, via email and SMS. Please note that standard message and data rates may apply, as determined by your mobile service provider.

If you no longer wish to receive these communications, you may opt out at any time by replying "STOP" to SMS messages or contacting our support team directly.

Non-Solicitation: During the term of this Agreement and for a period of one (1) year thereafter, you shall not solicit or hire the services of any employee or subcontractor of Kumoyo Technologies without the prior written consent of Kumoyo Technologies.

Force Majeure: Kumoyo Technologies shall not be deemed to be in breach of this Agreement and shall have no liability hereunder if its obligations are delayed or prevented by any reason of any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, or any other cause beyond its reasonable control.

Refunds: Kumoyo Technologies services are pre-paid service model and all transactions are non-refundable.

Abuse and SPAM: Kumoyo Technologies has zero tolerance to SPAM. Using servers for mass mailing or marketing purposes are strictly prohibited.

Governing Law; Jurisdiction: This Agreement is governed by the laws of Zambia, excluding its conflicts of laws principles.

If you have any questions or concerns regarding these Terms of Service, please contact us at:

Company: Kumoyo Technologies
Address: Plot No. 3470 Old Shoprite Plots, Mongu, Zambia
Email: info@kumoyotech.com
Phone: +260 971 736 078
Website: https://www.kumoyotech.com