Terms of Service

Last updated January 29, 2026

These Terms of Service, including Kilo’s Privacy Policy (available at: https://kilo.ai/privacy), (together, these “Terms”) are a legally binding contract between you and Kilo Code Inc. (“Kilo,” “we,” or “us”) regarding your use of the Service. Collectively, our website at www.kilo.ai, along with our related websites, downloadable extensions, software, or applications (“Software”), hosted applications, and other services provided by us subject to these Terms constitute the “Service”.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THESE TERMS. IF YOU USE THE SERVICE ON BEHALF OF A COMPANY OR OTHER ENTITY (“ORGANIZATION”), “YOU” AS USED HEREIN MEANS YOU AND THE ORGANIZATION, AS APPLICABLE, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THESE TERMS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND KILO’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY KILO AND BY YOU TO BE BOUND BY THESE TERMS.

NOTICE OF ARBITRATION AND CLASS ACTION WAIVER. Section 15 of these Terms contains a binding arbitration agreement and class action waiver. Please review Section 15 carefully. Except for certain kinds of disputes described in Section 15, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND KILO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA EMAIL.

If you are accessing and using the Service as an Enterprise User (defined below), the terms of the applicable Enterprise Agreement (defined below) govern your use of the Service. In the event of a conflict between these Terms and the applicable Enterprise Agreement, the terms of the Enterprise Agreement shall control.

  1. Kilo Service Overview. Our Kilo platform offers a suite of coding tools driven by machine learning to help developers write code more easily and efficiently and can provide suggested code, outputs or other functions.

    1. A. Kilo Gateway API. The Service includes an API and associated provider endpoints offered by Kilo to enable programmatic access to the Service ("Kilo Gateway API"). The Kilo Gateway API is Software made available subject to the terms of this Agreement and any additional API documentation. If you use the Kilo Gateway API to make the Service available through your application or other service ("Your Service"), you understand and agree that you are solely responsible for ensuring that end users of Your Service understand and comply with these Terms with respect to their use of the Service, including any usage limitations or restrictions.
    2. B. Enterprise Services. Certain Services (“Enterprise Services”) are made available only to the Authorized Users (defined below) of Organizations that have entered into an agreement with us with respect to such Enterprise Services (“Enterprise Agreement”). If you are using any such Enterprise Services, or otherwise accessing the Service subject to an Enterprise Agreement, you acknowledge and agree that additional rights and obligations set forth in the Enterprise Agreement govern your access to and use of the Service.

  2. Eligibility. You must be at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) or 18 years old, whichever is higher. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.

  3. Accounts and Registration.

    1. A. Definitions.
      1. i. “Access Protocols” means any passwords, access codes, or other documentation as may be necessary to allow you and any Authorized Users to access and use the Service.
      2. ii. “Admin Portal” means the user interface and related services through which an Admin User or Authorized User can set Access Protocols, view and manage Fees, and otherwise customize or manage your use of the Service.
      3. iii. “Admin User” means any employee or contractor authorized by you to access and manage your access to and use of the Service through the Admin Portal.
      4. iv. “Authorized User” means any employee or contractor authorized by you to use the Service or any end user of Your Service that accesses the Service through Your Service.
    2. B. To access most features of the Service, you must register for an account (“Account”). When you register for an Account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that all information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times.
    3. C. An individual, company, organization or other entity that accesses the Service may not have more than one Account, and we reserve the right to remove or delete any Accounts created in violation of this prohibition.
    4. D. If you use the Service as an Authorized User of any entity, you acknowledge and agree that the entity may have additional rights with respect to your access to and use of the Service. You are solely responsible for maintaining the confidentiality of your Account and any means you use to access the Account, including any third-party authentication services or third-party service accounts used to access your Account, and you accept responsibility for all activities that occur under your Account. You may be required to use additional Account verification measures if required by your Organization. If you believe that your Account is no longer secure, then you should immediately notify us at hi@kilocode.ai.
    5. E. Admin User(s) shall have administrative access to the Service through the Admin Portal in accordance with Kilo’s then-current functionalities and features. The Admin User(s) shall have the ability to access certain sections or permissions of the Service. You shall notify Kilo promptly if any permissions require modification, or if an Admin User’s or Authorized User’s Account must be deactivated. You acknowledge and agree that you are solely responsible for all activity that occurs on behalf of your Admin Users’ and Authorized Users’ Accounts or other means of access to the Service, and for such Admin Users’ and Authorized Users’ compliance with this Agreement. You shall prevent unauthorized access to, or use of, the Service and notify Kilo promptly of any such unauthorized access or use.

  4. General Payment Terms. You may be required to pay fees in order to access and use certain features of the Service (“Fees”), including without limitation usage fees based on your use of AI models and other third-party services (“Usage Fees”). Before you pay any Fees, you will have an opportunity to review and accept the terms (including payment terms) applicable to such features or services. Unless otherwise specifically provided for in these Terms, all Fees are quoted and payable in U.S. Dollars and are non-cancellable and non-refundable, except as required by law. The pricing and payment terms in this Section 4 are subject to any pricing and payment terms set forth in an order form or other enterprise agreement between Kilo and you (“Enterprise Terms”).

    1. A. Price. Kilo reserves the right to determine pricing for the Service. Kilo will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check current pricing information periodically, either within the Kilo Extension settings (Settings > Providers > under your selected model) or at https://kilo.ai/models. Kilo may change the Fees for any feature of the Service, including additional fees or charges, if Kilo gives you prior advance notice of changes, whether through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the new Fees. You will be responsible for all taxes associated with the Service, other than taxes based on Kilo’s net income. Kilo, at its sole discretion, may make promotional offers with different features and different pricing to any of Kilo’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

    2. B. Payment Processing. FOR THE AVOIDANCE OF DOUBT, KILO DOES NOT DIRECTLY PROCESS PAYMENTS FOR ANY THIRD PARTIES. To facilitate payment for Fees and other expenses, we use Stripe and its affiliates (“Stripe”) and Coinbase and its affiliates (“Coinbase” and, together with Stripe and any other payment processors we add from time to time, the “Payment Processors”). Payment processing is subject to additional terms and conditions and policies, including privacy policies, made available by the applicable Payment Processors from time to time (collectively, the “Payment Processor Agreements”). By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the Payment Processor Agreements, as the same may be modified by the applicable Payment Processors from time to time. You hereby authorize the Payment Processors to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service, in accordance with the terms of the Payment Processor Agreements and these Terms. Please contact the applicable Payment Processors for more information. Kilo disclaims all liability for your use of the Payment Processors’ services.

    3. C. Subscription Service. The Service may include certain subscription-based plans with automatically recurring Fees for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the applicable Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your Account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Kilo or its third-party Payment Processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all sums accrued on or before the payment due date. Your Account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable Fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Fee (“Subscription Fee”) to your Account. Kilo or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your Account or that you otherwise provide to us. You may cancel the Subscription Service by using the cancellation functionality made available in your billing menu or by contacting us at hi@kilocode.ai. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

    4. D. Usage Fees. Usage Fees may purchase credits that can be used on the Service, including to interact with AI Models and use Kilo cloud infrastructure (“Credits”). All Credits must be used before the sooner of (i) one (1) year of the date of purchase or (ii) the deletion of your Account or other access to the Service. Credits have no cash value and are non-cancellable and nonrefundable. If you run out of Credits, you may purchase more Credits by paying additional Usage Fees in accordance with the then-current functionality of the Service.

    5. E. Kilo Pass. Kilo offers a Subscription Service model (“Kilo Pass”) that converts the applicable Subscription Fee to Credits (“Monthly Credits”) on a 1:1 basis, or otherwise as set forth at the time you sign up for Kilo Pass. Once all Monthly Credits have been used during the applicable month, Kilo Pass users may be entitled to receive additional Credits for use during such month. Upon termination or cancellation of a Kilo Pass, all Monthly Credits will remain available in your Account following such termination; provided that all promotional Credits will automatically expire at the end of the applicable month. Kilo reserves the right to modify or cancel the Kilo Pass program at any time.

    6. F. Promotions. Any free trial, bonus Credits, or other promotional access to the Service must be used within the time specified at the time you registered for such free trial or promotion or received such Credits. At the end of the applicable promotional period, your access to the applicable Service or promotional Credits will expire. Kilo reserves the right to modify or cancel any promotion at any time.

    7. G. Delinquent Accounts. Kilo may suspend or terminate access to the Service, including Fee-based portions of the Service, for any Account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent Account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time any Fee is due, then Kilo reserves the right to suspend or delete your Account and any information associated with your Account without any liability to you.

  5. Licenses

    1. A. Limited License. Subject to your complete and ongoing compliance with these Terms, Kilo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service.

    2. B. Software License. Use of any Software may be governed by additional terms and set forth in a license agreement that accompanies or is included with the Software. At no time will Kilo provide you with any tangible copy of our Software. Kilo delivers access to the Software via electronic transfer or download and does not use or deliver any tangible media in connection with the (i) delivery, installation, updating or problem resolution of any Software (including any new releases); or (ii) delivery, correction or updating of documentation. Unless this Agreement or the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between this Agreement and the license agreement, the license agreement takes precedence in relation to that Software. If you and Kilo have not entered into a separate license agreement with respect to your use of the Software or if no license agreement accompanies use of the Software, use of the Software will be governed by this Agreement and, subject to your compliance with this Agreement, Kilo grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software for the sole purpose of enabling you to use the Service in the manner permitted by this Agreement. Some Software may be offered under an open source license that we will make available to you upon your written request. There may be provisions in the open source license that expressly override this Agreement.

    3. C. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not, and may not cause or permit any third party (including any end user) to: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service (except that you may use our Software, including our API, to make the Service available to your end users subject to this Agreement); (b) make modifications to the Service; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such restrictions are contrary to applicable law); (d) send or otherwise provide to Kilo data or information considered to be sensitive or otherwise subject to specific protections under applicable laws beyond any requirements that apply to “personal information” or “personal data” generally, such as for illustrative purposes, information that is regulated by the Health Information Portability and Accountability Act (“HIPAA”), the Payment Card Industry Data Security Standard (“PCI-DSS”), the Gramm-Leach-Bliley Act (“GLBA”), and other U.S. federal, state or foreign laws applying specific security standards; (e) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (f) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service; (g) remove any proprietary notices or labels displayed on the Service; (h) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (i) violate any domestic or international sanctions or trade law or regulation; (j) use or attempt to use the Service to generate any content that (i) is obscene, pornographic, indecent, or offensive; (ii) violates the intellectual property or other proprietary rights of any third party; or (iii) otherwise violates applicable law; or (k) otherwise use the Service except as expressly permitted herein or. If you are prohibited under applicable law from using the Service, then you may not use it.

    4. D. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Kilo an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

  6. Ownership; Proprietary Rights.

    1. A. Rights to the Service and Materials. Kilo shall own and retain all right, title and interest in and to the Service and all related Materials (defined below) provided by Kilo to you. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service, excluding third-party AI Models and Suggestions made available through the Service, and all improvements, enhancements, customizations or modifications thereto provided by Kilo (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Kilo or its third-party licensors. Except as expressly authorized by Kilo, you may not make use of the Materials. There are no implied licenses in these Terms and Kilo reserves all rights to the Materials not granted expressly in these Terms.

    2. B. Suggestions. You may use the Service to generate code, outputs, or other functions based on the input provided by you (collectively, “Suggestions”). Kilo hereby assigns to you all of our right, title, and interest in and to any Suggestions. Notwithstanding the foregoing, you acknowledge that Suggestions are generated automatically by artificial intelligence and machine learning technology and may be similar to or the same as Suggestions provided to other customers, and no rights to any Suggestions generated, provided, or returned by the Service for or to other customers are granted to you under these Terms. Further, you acknowledge that there are numerous limitations that apply with respect to Suggestions provided by large language and other AI models (each an “AI Model”), including that (a) Suggestions may contain errors or misleading information, (b) AI Models are based on predefined rules and algorithms, and can result in repetitive or formulaic content, (c) AI Models can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Suggestions that are out of context or do not make sense, (d) AI Models do not have emotions and cannot understand or convey emotions in the way humans can, which can result in output that lacks human empathy and emotion, (e) AI Models can perpetuate biases that are present in the data used to train them, which can result in output that is discriminatory or offensive, (f) AI Models can struggle with complex tasks that require reasoning, judgment and decision-making, (g) AI Models require large amounts of data to train and generate content, and the data used to train AI Models may be inaccurate, imprecise, of poor quality or biased, which will negatively impact the accuracy and quality of the generated output, and (h) output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal. You agree that you are responsible ...

  7. Customer and Usage Data.

    1. A. Customer Data. When you upload, submit, or otherwise post to or transmit (“Upload”) data, text, and any other works of authorship or other works, including source code (collectively, “Customer Data”) to the Service, you grant Kilo a perpetual, irrevocable, fully-paid, royalty-free, worldwide, sublicensable, transferable right and license to use such Customer Data to provide and improve the Service and Kilo’s other products and services, including for development, diagnostic and corrective purposes, in each case in accordance with the terms of Kilo’s data processing agreement. When you Upload any Customer Data, you represent and warrant that you have all rights in such Customer Data necessary to grant the foregoing license, and that Kilo’s use of such Customer Data in accordance with these Terms will not violate any laws or require any additional consents or licenses. You agree that any Customer Data provided to any AI Model through the Service will be used by the applicable AI Model in accordance with the applicable AI Model Terms. If you elect not to grant a license to any AI Model to use your Customer Data for training purposes, you may not be able to use certain AI Models.

    2. B. Usage Data. Kilo may collect, generate, and derive performance, analytical, or usage data relating to your access to or use of the Service (“Usage Data”). Usage Data will not include any Customer Data. Kilo reserves the right to use Usage Data for any purpose, including to provide the Service to you, to monitor the performance and stability of the Service, and to prevent or address technical issues with the Service. Kilo may also anonymize Usage Data, aggregate it with other data, and use that aggregated, anonymized data to improve its products and services.

  8. Third-Party Software. The Service may link to, include, or incorporate third-party services and software components, including AI Models (collectively, “Third-Party Components”), including Third-Party Components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components. Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses. Additional terms may apply to your use of Third-Party Components, and you are solely responsible for reviewing and understanding those terms. Unless otherwise agreed by the provider of any Third-Party Component and you, you use all Third-Party Components at your own risk.

  9. Communications; Email. We may send you emails concerning our products and services, as well as those of third parties. By entering into these Terms or using the Services you agree to receive those communications. You may opt out of promotional emails by responding to the promotional email itself or emailing us at hi@kilocode.ai.

  10. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. If we make any material modifications, we will notify you by updating the date at the top of these Terms and by maintaining a current version of these Terms at https://kilo.ai/terms. All modifications will be effective when they are posted, and your continued accessing or use of the Service following such update will serve as confirmation of your acceptance of the Terms as amended. If you do not agree to the modified Terms, then you should discontinue your use of the Service.

  11. Term, Termination, and Modification of the Service.

  1. A. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending on the earlier of: (i) the effective date of termination by either party in accordance with these Terms, including when terminated as described in Section 11(b), or (ii) when no Enterprise Agreement remains in effect, if you and Kilo had previously executed an Enterprise Agreement.

  2. B. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Kilo may, at its sole discretion, terminate these Terms or your Account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. If you are using the Services under a free or trial Account, you may terminate your use of the Services at any time by deleting your Account. If you have purchased a paid subscription for the Services under an Enterprise Agreement, the terms of the Enterprise Agreement will apply.

  3. C. Effect of Termination. Upon termination of these Terms, unless otherwise agreed in an applicable Enterprise Agreement: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your Account or the Service; (c) you must pay Kilo any unpaid amount that was due prior to the effective date of termination; and (d) all payment obligations accrued prior to termination and Sections 5(d) (Feedback), 6 (Ownership; Proprietary Rights), 11(c) (Effect of Termination), 12 (Indemnity), 13 (Disclaimers; No Warranties by Kilo), 14 (Limitation of Liability), 15 (Dispute Resolution and Arbitration), and 16 (Miscellaneous) will survive. You are solely responsible for retaining copies of any content you upload to the Service, including Customer Data. Upon termination of your Account, you may lose access rights to any information (including Customer Data) you provided to the Service. If your Account has been terminated for a breach of these Terms, then you are prohibited from creating a new Account on the Service using a different name, email address or other forms of Account verification.

  4. D. Modification of the Service. Kilo reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Kilo will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any Customer Data you post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to Customer Data you posted to the Service.

  1. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will indemnify, hold harmless, and (at Kilo’s election) defend Kilo, its affiliates and its and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Kilo Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, including any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (4) Your Service; or (5) any dispute or issue between you and any third party, including any end user of Your Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

  2. Disclaimers; No Warranties by Kilo.

  1. A. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING SUGGESTIONS, ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. KILO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. KILO DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, INCLUDING SUGGESTIONS, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND KILO DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

  2. B. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR KILO ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING SUGGESTIONS, WILL CREATE ANY WARRANTY REGARDING ANY OF THE KILO ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING CUSTOMER DATA.

  3. C. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 13 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Kilo does not disclaim any warranty or other right that Kilo is prohibited from disclaiming under applicable law.

  1. Limitation of Liability

  1. A. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL KILO BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, INCLUDING SUGGESTIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KILO HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

  2. B. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF KILO TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO KILO FOR ACCESS TO AND USE OF THE SERVICE IN THE 6 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM OR, IF GREATER, (b) USD 100.

  3. C. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. Dispute Resolution By Binding Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

  1. A. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Kilo, whether arising out of or relating to these Terms (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Kilo are each waiving the right to a trial by jury or to participate in any class action or other representative proceeding. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

  2. B. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND KILO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND KILO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

  3. C. Pre-Arbitration Dispute Resolution. Kilo is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at hi@kilocode.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Kilo and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Kilo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Kilo or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Kilo is entitled.

  4. D. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Kilo and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Kilo agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

  5. E. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Kilo or you under the AAA Rules, Kilo and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Kilo will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Kilo will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

  6. F. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

  7. G. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

  8. H. Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, Kilo agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Kilo written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

  1. Miscellaneous

  1. A. General Terms. These Terms, including the Privacy Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Kilo regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

  2. B. Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. All disputes and claims arising from these Terms will be governed in accordance with the arbitration provisions set forth above in Section 15; provided that you and Kilo submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Dover, Delaware for (a) individuals claims brought in small claims court, (b) claims for injunctive or equitable relief, (c) claims involving infringement or violation of intellectual property rights, and (d) enforcement of any awards or relief provided following arbitration. We operate the Service from the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

  3. C. Privacy Policy. Please read the Kilo Privacy Policy (available at: https://kilo.ai/privacy) (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Kilo Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

  4. D. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

  5. E. Contact Information. You may contact us by sending correspondence to that address or by emailing us at hi@kilocode.ai.

  6. F. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

  7. G. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

  8. H. International Use. The Service is offered from our headquarters within the United States. We make no representation that the Service is appropriate or available for use outside of the United States, and you are solely responsible for ensuring that your use of the Service complies with applicable law in your jurisdiction. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

  9. I. Trade Controls. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtain the Services, and any other applicable laws. The Services may not be exported, re-exported, or transferred (a) to any country or territory subject to a U.S. embargo or designated by the U.S. government as a state sponsor of terrorism (including Cuba, Iran, North Korea, Syria, or the Crimea, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic regions of Ukraine) (collectively, “Embargoed Countries”), or (b) to anyone designated on, or directly or indirectly 50% or more owned (individually or in the aggregate) or otherwise controlled by persons designated on, any U.S. or other applicable sanctioned party list (including, but not limited to, the Specially Designated and Blocked Persons List and Foreign Sanctions Evaders List maintained by the Office of Foreign Assets Control of the U.S. Treasury Department, and the Entity List, Unverified List, Military End-User List, and Denied Persons List maintained by the Bureau of Industry and Security of the U.S. Commerce Department (collectively, “Prohibited Party Lists”)). By using the Services, you represent and warrant that (y) you are not located, organized, or resident in an Embargoed Country, and (z) you are not listed on, or directly or indirectly 50% or more owned (individually or in the aggregate) or otherwise controlled by persons designated on, any Prohibited Party List. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.