Service-specific and other supplemental terms

1.1 General

Instructions for enabling/disabling certain AI Features are outlined in the Documentation. The functionality of the AI Features shall not be considered a material or core function or feature of the Platform for the purpose of calculating any service level credits. Certain AI Features are only available with certain subscription plans and/or are subject to supplemental fees or overages as set forth on our pricing page and these supplemental terms. Client’s End Users and end-customers may provide Client Materials for use with AI Features (“Input”) and receive output generated and returned by such AI Features based on the Input (“Output”, and together with Input, “AI Content”). You acknowledge and agree that in addition to the permitted purposes set forth in the Terms, we may access and use Input for the purpose of using our artificial intelligence (AI) and machine learning (ML) powered features to provide the AI Features. For the avoidance of doubt, Kustomer reserves the right to modify the AI model underlying any particular AI Feature and to the extent Kustomer allows Client to select an AI model, Kustomer reserves the right to charge additional fees should Client select a premium AI model.

1.2 Ownership

As between the parties and to the extent permitted by applicable law, Client retains all ownership of the AI Content and for purposes of the Terms shall be included in Client Materials and Kustomer retains all ownership in and to all system performance data, machine learning algorithms, and aggregated results of such machine learning. Other Clients providing similar Input to the AI Features may receive the same or similar Output. Responses received by other Clients are not Client’s AI Content. To the extent Input contains Personal Data (as defined in the Data Processing Addendum), Client instructs and authorizes Kustomer and its Authorized Subprocessors (as defined in the Data Processing Addendum) to Process such Personal Data solely for the purpose of providing Client with the AI Features and Output, including to better understand the nature of communications received by you in order to more accurately and efficiently allow you to respond to your end-customers. Kustomer will not share Client Materials with any other customers in connection with the foregoing and does not permit Third Party LLM Providers to use the Client Materials to train or improve its models.

1.3 General Restrictions; Compliance with Laws

Certain AI Features (e.g. Kustomer Concierge, KIQ Customer Assist and AI chatbots) are subject to laws prohibiting misleading consumers about the artificial identity of an automated online account, such as the California Bolstering Online Transparency Act. You understand and agree that you are solely responsible for your operation of the functionality of AI Features in compliance with all such applicable laws in all jurisdictions.

Client acknowledges and agrees that AI Features use experimental technology, and any Output may not meet Client’s desired use including, without limitation, that it may be inaccurate, offensive, or duplicative of content generated by AI Features for other clients. Client is solely responsible for any AI Content, including the accuracy, quality, appropriateness, and legality thereof, and will ensure that its AI Content and use of the AI Features does not (i) violate any applicable law (including Data Privacy Laws and those governing the use of generative artificial intelligence); or (ii) infringe, violate, or misappropriate the rights of Kustomer or any third party (including Client’s end-customers). Client hereby irrevocably releases, and agrees not to sue, Kustomer or any of its affiliates with respect to any liability for infringement, misappropriation, or violation of any rights with respect to the Output.

Further, to the extent the Platform or any AI Feature is governed by Regulation (EU) 2024/1689 (“EU AI Act”) the parties agree that no AI Feature is intended to be used in a manner consistent with either (i) a High-Risk AI System as described in Article 6 of the EU AI Act (“High Risk AI”), or (ii) a Prohibited AI Practice as described in Article 5 of the EU AI Act (“EU Prohibited AI,” together with High Risk AI, “Kustomer Prohibited AI Practices”). Client shall not configure any AI Feature to function as a Kustomer Prohibited AI Practice or otherwise use any AI Feature in a way that would constitute a Kustomer Prohibited AI Practice.

Client may not use AI Features in any manner that violates the Terms, these Supplemental Terms, any OpenAI policy, including their Usage Policies, Sharing & Publication Policy, and Community Guidelines, any policy applicable to the use of AWS Bedrock, including third party foundational models, or any other third party terms, guidelines, policies or the like to which Kustomer links in connection with generation of Output.

2.1. Definitions

“Premium Assistant” means Kustomer’s chatbot technology that detects message intent and sends derived automated responses to an end-customer, including in some cases using generative AI.

“KIQ Customer Assist” is an AI service offering as part of the Platform that enables AI generated conversations across KIQ Customer Assist supported communication channels, including Chat, WhatsApp and SMS as more fully described here.

“KIQ Conversation” or “KIQC” means a conversation that has at least one back-and-forth message between an end-customer and the Premium Assistant as more fully defined here.

2.2. Pricing and Overages

Your use of KIQ Customer Assist is subject to the usage fees as more fully described here and also within the billing portal. Kustomer shall bill and invoice Client on a monthly basis in arrears at the end of each month based on the number of KIQ Conversations occurring in that month (“KIQC Consumption”) at the applicable published progressive rate based on the amount of your KIQC Consumption in any given calendar month. By enabling or otherwise using KIQ Customer Assist, you are agreeing to pay KIQC Consumption fees. To the extent any such usage fees become past due for any reason, then in addition to any other rights set forth in the Agreement, Kustomer reserves the right to suspend your access to KIQ Customer Assist until such usage fees have been paid.

Kustomer reserves the right to update the KIQ Customer Assist pricing from time to time by updating our pricing page and within the billing portal – such changes shall take effect in the next full calendar month that follows thirty (30) days after such update.

3.1. Definitions

“Billing Month” means the monthly period of time measured from the monthly anniversary of your Subscription Term Start Date for your subscription (Full Users) to the Kustomer Platform. E.g. if your Subscription Term Start Date is September 9, 2022, your Billing Month is September 9, 2022 to October 8, 2022, and each monthly period thereafter.

“Conversational Assistant” means Kustomer’s chatbot technology that detects message intent and sends derived automated responses to an end-customer.

“ProAssistant” means a type of Conversational Assistant that provides functionality to fully automate conversations with an end-customer.

“KIQ Conversations” is an AI service offering as part of the Platform that enables AI generated conversations across Conversational Assistant supported communication channels, including Chat, WhatsApp and SMS.

“KIQ Conversation” or “KIQC” means a conversation that has at least one back-and-forth message between an end-customer and the Pro Assistant as more fully defined here.

3.2. Pricing and Overages

The pricing for KIQ Conversations bundles is available within the billing portal. Kustomer reserves the right to update the KIQ Conversations pricing from time to time by updating our pricing within the billing portal – such changes shall take effect for any bundles purchased by you after such pricing change and at the time of your Subscription Term renewal for existing bundles purchased prior to such pricing change. Clients can purchase an initial and/or additional bundle(s) at any time by executing an Order or through the Platform functionality within the billing portal. Where you are purchasing initial bundle(s), such change to your plan shall take effect on the day such bundle(s) is purchased and your fees for the first Billing Month shall be pro-rated based on the number of days remaining in the then-current Billing Month from the day such initial bundle(s) is added. Where you are purchasing additional bundle(s), such change to your plan shall take effect on the first day of your then-current Billing Month regardless of which day in the current Billing Month such bundle(s) is purchased. Once you have upgraded your KIQ Conversations plan by adding an initial and/or additional bundle(s), such bundle(s) shall be added to your subscription and be billed per the payment schedule for your subscription to the Kustomer Platform for the remainder of such Subscription Term. If an initial and/or additional bundle(s) are added part way through a current payment schedule, you will be billed on a pro-rated basis based on the number of months remaining in the current payment schedule period, and then in accordance with the payment schedule thereafter. For clarity, once you have upgraded your KIQ Conversation plan by adding an initial and/or additional bundle(s), you cannot remove such bundle(s) from your plan until the end of your Subscription Term for the Kustomer Platform as more fully described in our Documentation.

In the event Client’s monthly allotment(s) of KIQCs is exhausted prior to the end of a Billing Month, Kustomer shall bill and invoice Client on a monthly basis in arrears at the end of each month based on the number of KIQCs used in that month that exceed Client’s monthly allotment of KIQCs (“KIQC Overages”) at the rate published within the billing portal, currently $0.25 per KIQ Conversation. Kustomer reserves the right to update the KIQC Overages pricing from time to time by updating our pricing within the billing portal – such changes shall take effect in the next full calendar month that follows thirty (30) days after such update. By enabling or otherwise using KIQ Conversations, you are agreeing to pay KIQC Overages fees. For clarity, future monthly allotment(s) for purchased bundles cannot be applied against KIQC Overages in a current month.

If you exceed the amount of monthly KIQCs you have purchased under your plan, unless your plan is set to turn KIQC Overages off and suspend KIQ Conversations once your monthly allotment(s) is reached, then the KIQ Conversations service will continue to work and the Pro Assistant will continue to support your end-customers; provided that if you do not timely pay KIQC Overage fees or upgrade your plan by purchasing additional bundles, Kustomer reserves the right to suspend the KIQ Conversations service until such KIQC Overage fees have been paid.

3.3. Unused Monthly Allotment of KIQCs

Unused KIQCs across all monthly bundles shall expire and be forfeited at the end of each Billing Month and shall not roll over into any subsequent month. Client’s monthly bundle(s) of KIQCs shall reset to the monthly limit across all bundles purchased by Client at the beginning of each Billing Month.

4.1. Definitions

“AI Attributes” is an Internal AI Feature used to populate structured data from Client’s use of the Services, as more fully described here.

“AI QA” is an Internal AI Feature used to monitor the quality of conversations, as more fully described here.

“Internal AI Features” refers to all AI service offerings available to Authorized Users when using the Kustomer Services. Further, Internal AI Features do not interact directly with Client’s customers. Internal AI Features include, but are not limited to, Kustomer Envoy, AI Architect, and Data Explorer.

“Execution” means a small number of automated actions performed to complete a task, as configured by Client and as further described here.

“Kustomer Envoy” (formerly known as “AI Agents for Reps”) is an AI service offering as part of the AI Features of the Platform that makes available certain functionality provided by OpenAI, AWS Bedrock and other third party providers directly through the Platform to enable AI generated text enhancement, AI powered agent suggestions, language translations and analysis as more fully described here.

4.2 Kustomer Envoy Pricing

The pricing for Kustomer Envoy is available here and also within the billing portal.

Kustomer reserves the right to update the base subscription fees for Kustomer Envoy from time to time by updating our pricing page and within the billing portal – such changes shall take effect at the time of your Subscription Term renewal for Kustomer Envoy seats purchased prior to such pricing change.

Kustomer reserves the right to impose limits and overage rates upon specific features and functionalities of Kustomer Envoy as such features become generally available.

4.3 AI Attributes and AI QA Pricing

Your use of AI Attributes (e.g. Conversation Intelligence) and/or AI QA is subject to usage based fees on a per Execution basis, as more fully described here. Kustomer shall bill and invoice Client on a monthly basis in arrears at the end of each month based on the number of Executions occurring in that month at the applicable rate published at www.kustomer.com/additional-fees/ and also within the billing portal. By enabling or otherwise using AI Attributes and/or AI QA, you are agreeing to pay the applicable Execution consumption fees. To the extent any such usage fees become past due for any reason, then in addition to any other rights set forth in the Agreement, Kustomer reserves the right to suspend your access to Conversation Intelligence and/or AI QA until such usage fees have been paid.

To the extent you have purchased Kustomer Usage Credits, usage of AI Attributes and/or AI QA shall be applied against such Kustomer Usage Credits as specified in Section B, below.

4.4 Disclaimer

Client acknowledges and agrees that Internal AI Features use experimental technology, and any Output may not meet Client’s desired use including, without limitation, that it may be inaccurate, offensive, or duplicative of content generated by Internal AI Features for other Clients. Client must use discretion when relying on, publishing, distributing, or otherwise using any Output resulting from the use of Internal AI Features as it is not intended to be a substitute for human review, and should only be used to guide and not replace agent decision-making or relied on without independent fact-checking. INTERNAL AI FEATURES ARE PROVIDED TO CLIENT “AS IS” WITHOUT ANY INDEMNITIES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) REGARDING OUTPUTS (INCLUDING OWNERSHIP THEREOF) OR THE ACCURACY OR SUITABILITY FOR CLIENT’S NEEDS OF ANY INFORMATION OBTAINED THROUGH INTERNAL AI FEATURES. CLIENT UNDERSTANDS AND AGREES THAT ANY SUCH INFORMATION OBTAINED THROUGH USING INTERNAL AI FEATURES IS AT ITS SOLE RISK AND MAY BE INACCURATE OR BIASED. IN NO EVENT WILL KUSTOMER BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING UNDER OR IN CONNECTION WITH INTERNAL AI FEATURES, CLIENT’S USE THEREOF OR ANY OUTPUTS GENERATED THEREBY.

5.1. Definitions

“Kustomer Concierge” (formerly known as “AI Agents for Customers”) is an AI service offering as part of the Platform that enables AI generated conversations across Kustomer Concierge supported communication channels, including Chat, Email, WhatsApp and SMS as more fully described here.

“Billable Conversation” means a conversation using the Platform that has at least one inbound message and does not qualify as spam as more fully described here.

“Commitment Period” means the length of time during which each Prepaid Commitment can be consumed. Each Commitment Period shall align to the start and end dates specified in the products and services table for the applicable Prepaid Commitment in the Order. If no Commitment Period is specified in the products and services table set forth in the applicable Order, the Commitment Period shall be the lessor of (i) twelve (12) months or (ii) the length of the Subscription Term.

“Engaged Conversation” means a Billable Conversation processed by Kustomer Concierge with one or more AI automation as more fully described here.

“Per Unit Rate” means the amount Client will pay per Engaged Conversation, as specified in the products and services table set forth in the applicable Order.

“Prepaid Commitment” means the quantity of Engaged Conversations that the Client has agreed to pre-purchase per applicable Commitment Period, as specified in the products and services table set forth in the applicable Order.

5.2 Pricing

Kustomer shall invoice Client for the applicable Prepaid Commitment at the applicable Per Unit Rate in accordance with the Payment Schedule set forth in the applicable Order. Client’s consumption of Engaged Conversations during the Commitment Period shall be applied against the applicable Prepaid Commitment. Any unconsumed portion of any Prepaid Commitment expires and becomes void automatically at the end of each applicable Commitment Period. If Client’s Engaged Conversation consumption during a particular Commitment Period exceeds the applicable Prepaid Commitment, such excess amount will not be applied to the Prepaid Commitment for any future Commitment Period, but rather Kustomer will invoice Client monthly in arrears for Client’s actual usage at the current list price until, (i) the parties enter into an early renewal Order, (ii) the beginning of the next Commitment Period, or (iii) the Subscription Term has expired.

Client shall not attempt to bypass, circumvent, override, or otherwise manipulate or interfere with Kustomer’s metering of Client’s usage of the Platform. Kustomer reserves the right to audit Client’s usage in order to ensure compliance with this Section. If Kustomer, in its sole reasonable discretion, finds that Client has taken actions to circumvent Kustomer’s accurate metering of Client’s usage, Kustomer may issue and Client shall pay a True-Up invoice to correct for any underpayment.

If Client fails to pay usage Fees outlined herein or in accordance with the Order and such failure continues for more than five (5) days after delivery of written notice thereof, Kustomer shall have the right to suspend Client’s access to Kustomer Concierge.

In the event that the parties execute a new Order to renew the Subscription Plan prior to the end of the then-current Subscription Term (“Early Renewal”), the parties will reconcile the Engaged Conversations consumed by Client with the Fees received by Kustomer as of the date of the Early Renewal (“True-Up”). If Client has consumed more Engaged Conversations than Client has paid in Fees for Engaged Conversations, Kustomer will invoice Client for the difference.

*If Client executed the applicable Order prior to December 1, 2025, Client shall be charged at the Per Unit Rate for usage in excess of its Prepaid Commitment until Client’s next Renewal Order Term, at which time, excess usage shall be charged at the applicable list price.

B. Supplemental Terms for use of Kustomer Usage Credits

1. Definitions

“Commitment Period” means the length of time during which each Prepaid Commitment can be consumed. Each Commitment Period shall align to the start and end dates specified in the products and services table for the applicable Prepaid Commitment in the Order. If no Commitment Period is specified in the products and services table set forth in the applicable Order, the Commitment Period shall be the lessor of (i) twelve (12) months or (ii) the length of the Subscription Term.

“Drawdown Rate” means the amount of Kustomer Usage Credit that will be applied against the Prepaid Commitment per UOM, as specified in the Kustomer Usage Credit rate card available at www.kustomer.com/additional-fees/.

“Prepaid Usage Credits” means the quantity of the Kustomer Usage Credits that the Client has agreed to pre-purchase per applicable Commitment Period, as specified in the products and services table set forth in the applicable Order.

“UOM” or “Unit of Measurement” means the applicable unit of measurement of any Feature subject to payment based on usage.

2. General

If you have prepurchased an allotment of Kustomer Usage Credits (“Prepaid Usage Credits”), Kustomer shall invoice Client for the applicable Prepaid Usage Credits in accordance with the Payment Schedule and Effective Rate set forth in the applicable Order. Client’s consumption of UOMs during the Commitment Period shall be applied against the applicable Prepaid Usage Credits at the applicable Drawdown Rate. Any unconsumed portion of the Prepaid Usage Credits expires and becomes void automatically at the end of each applicable Commitment Period. If Client’s UOM consumption during a particular Commitment Period exceeds Prepaid Usage Credits, such excess amount will not be applied to the Prepaid Usage Credits for any future Commitment Period, but rather Kustomer will invoice Client monthly in arrears for Client’s actual usage at the then published list price until, (i) the parties enter into an early renewal Order, (ii) the beginning of the next Commitment Period, or (iii) the Subscription Term has expired.

3. Additional Terms

Client shall not attempt to bypass, circumvent, override, or otherwise manipulate or interfere with Kustomer’s metering of Client’s usage of the Platform. Kustomer reserves the right to audit Client’s usage in order to ensure compliance with this Section. If Kustomer, in its sole reasonable discretion, finds that Client has taken actions to circumvent Kustomer’s accurate metering of Client’s usage, Kustomer may issue and Client shall pay a True-Up invoice to correct for any underpayment.

If Client fails to pay usage Fees outlined herein or in accordance with the Order and such failure continues for more than five (5) days after delivery of written notice thereof, Kustomer shall have the right to suspend Client’s access to the applicable Feature.

In the event that the parties execute a new Order to renew the Subscription Plan prior to the end of the then-current Subscription Term (“Early Renewal”), the parties will reconcile the Prepaid Usage Credits consumed by Client with the Fees received by Kustomer as of the date of the Early Renewal (“True-Up”). If Client has consumed more Prepaid Usage Credits than Client has paid in Fees for Prepaid Usage Credits, Kustomer will invoice Client for the difference.

To the extent Client pays for the Prepaid Usage Credits on a non-annual basis, notwithstanding the payment schedule set forth in the applicable Order, if Client's usage of the Usage Credits hereunder exceeds the portion of the Usage Credits allocable to such period by more than 15%, then Kustomer reserves the right to accelerate the next invoice on the date such excess usage occurs.

C. Supplemental Terms for use of Kustomer Voice

1. Definitions

“Twilio” means Twilio, Inc.

“Kustomer Voice” is a feature that allows Client to make and receive phone calls and to text over SMS and MMS from the Kustomer Platform.

2. Pricing and Fees

Your use of Kustomer Voice is subject to the usage fees as more fully described here and also within the billing portal. Kustomer shall bill and invoice Client on a monthly basis in arrears at the end of each calendar month at the applicable published rate based on the amount of your usage of Kustomer Voice in any given calendar month. By enabling or otherwise using Kustomer Voice, you are agreeing to pay Kustomer Voice usage fees. To the extent any such usage fees become past due for any reason, then in addition to any other rights set forth in the Terms, Kustomer reserves the right to suspend your access to Kustomer Voice until such usage fees have been paid.

If you add or remove phone numbers provisioned to Customer’s account during a given calendar month, you will be billed the full monthly fee for the applicable phone number, regardless of when the phone number is added or removed.

Client acknowledges that Kustomer may charge, and you shall pay, for SMS and MMS messaged sent regardless of whether they have been filtered by your carrier.

Kustomer reserves the right to update the Kustomer Voice pricing from time to time by updating our pricing page and within the billing portal – such changes shall take effect in the next full calendar month that follows thirty (30) days after such update.

3. Client Responsibilities

Client represents and warrants to the following in connection with its use of Kustomer Voice:

(a) Client is solely responsible for Client’s operation of Kustomer Voice in compliance with all applicable laws and regulations in all jurisdictions, including, but not limited to, telephone recording laws, wiretapping laws, and laws and regulations related to telemarketing, robocalling, call spoofing, and spam, such as the Telephone Consumer Protection Act, Do Not Call Implementation Act, the Telemarketing Sales Rule, and CAN-SPAM Act and associated regulations. Client will implement and maintain all policies and procedures required for compliance with any such applicable laws or regulations;

(b) Client is solely responsible for ensuring it has obtained all necessary rights, consents and permissions to collect, store, share and use all Personal Data required by Kustomer to provide Kustomer Voice, including Recordings (as defined below) where enabled. Client is responsible for enabling and disabling the recording and transcript feature (“Recording”) within Kustomer Voice. Recordings are considered Client Materials and Personal Data for the purpose of the Terms and the DPA (as defined in the Terms);

(c) Client will not use Kustomer Voice for (i) telemarketing; robocalling or artificial voice call purposes; (ii) to place calls that violate laws that prohibit unsolicited marketing calls (e.g., telemarketing and “do-not-call” laws); or (iii) to initiate calls using misleading or inaccurate caller ID information to the recipient of a voice call;

(d) To the extent that Client is required to have an address within the jurisdiction or to provide additional information or documentation to purchase or use a phone number for Kustomer Voice within the jurisdiction, Client agrees to provide this information to Kustomer on request. Client further authorizes Kustomer to disclose the provided information to Twilio, any necessary governmental agency or designated industry group, and the telecommunications entities generating the phone number or providing it to Twilio.

(e) As between Client and Kustomer, Client and Client’s End Users are the initiator and sender of any call or SMS/MMS message transmitted through Client’s instance, whether sent manually or by means of an automation; and

(f) Client will defend, hold harmless and indemnify Kustomer from and against any third party claim arising out of or in connection with Client’s use of Kustomer Voice.

4. Twilio Terms and Conditions

By using Kustomer Voice, Client acknowledges, agrees and authorizes Kustomer to use Twilioas an Authorized Subprocessor to process Personal Data required for the provision of Kustomer Voice. Kustomer Voice is subject to restrictions imposed by Twilio and telecommunication carriers, described at the following links:

(a) Twilio Acceptable Use Policy (currently available at: https://www.twilio.com/legal/aup);

(b) Twilio Messaging Policy (currently available at: https://www.twilio.com/legal/messaging-policy);

(c) Twilio Forbidden Message Categories in the US and Canada (Short Code, Toll-Free, and Long Code)(currently available at: https://support.twilio.com/hc/en-us/articles/360045004974-Forbidden-message-categories-for-Toll-Free-SMS-and-MMS-in-the-US-and-Canada );

(d) Twilio U.S. Carrier Penalties for Non-Compliant Messaging (currently available at: https://support.twilio.com/hc/en-us/articles/4410588996123-U-S-Carrier-Penalties-for-Non-Compliant-Messaging); and

(e) any additional terms and policies required by Twilio from time to time or referenced in any of the terms and policies set forth in Section 4 (a)-(e).(collectively, the “Twilio Terms”).

By using Kustomer Voice, Client agrees to and will comply with the Twilio Terms. With respect to United States and Canadian numbers, Twilio collects and monitors the content of text messages in order to detect spam, fraudulent activities, and violations of the Twilio Terms. If Twilio or their telecommunication carriers issue fines or fees to Kustomer based on Client’s violation of the Twilio Terms, Kustomer will pass such fines or fees onto Client and Client agrees to pay such fines or fees and cease any violations going forward, subject to any right Client may have to contest or appeal a such a determination of violation with Twilio or the carrier.

5. Availability

Instructions for enabling/disabling certain Kustomer Voice are outlined in the Documentation. The functionality of Kustomer Voice shall not be considered a material or core function or feature of the Platform for purpose of calculating any service level credits. Certain Kustomer Voice features are only available with certain subscription plans and/or are subject to supplemental fees or overages as set forth on our pricing page and these supplemental terms.

6. Emergency Services

Kustomer Voice does not support calling to suicide prevention hotlines or emergency services (“Emergency Services”). Client agrees not to enable or attempt to use Kustomer Voice to contact Emergency Services. Neither Kustomer or Twilio will be liable held liable for any claim, damages or loss (and you hereby waive any such claim or cause of action) arising out of any use of Kustomer Voice to contact Emergency Services.

7. Suspension

You acknowledge that (a) Kustomer may monitor and periodically audit your use of Kustomer Voice to ensure compliance with the Terms, including these Supplemental Terms, (b) violation of the Twilio Terms may result in Twilio or Kustomer suspending your access to Kustomer Voice; (c) violation of the Terms, including these Supplemental Terms, may result in Kustomer suspending or terminating your access to Kustomer Voice; (d) Kustomer reserves the right to suspend your access to Kustomer Voice or any feature of Kustomer Voice if, in Kustomer’s reasonable discretion, your usage is excessive such that it impacts the operability, integrity, or security of the Platform, and (e) neither Twilio or Kustomer is liable for any loss or damage you suffer or incur as a result of your inability to use Kustomer Voice.

D. Supplemental Terms for use of WhatsApp through Kustomer

The WhatsApp Business Solution is provided by WhatsApp and Meta and requires that you register and create a WhatsApp Business Account (“WABA”) and receive approval from WhatsApp, in its sole discretion, as more fully described here. If your Platform subscription allows you to use and/or access the WhatsApp Business Solution directly through Kustomer (“WhatsApp by Kustomer”) or you otherwise subscribe to or utilize WhatsApp by Kustomer through the functionality of the Platform (e.g. through our Application Marketplace), the following supplemental terms apply:

1. Definitions

“Meta” means Meta Platforms Ireland Limited is the contracting entity offering you access to the WhatsApp Business Solution, unless you are located in the United States, Canada, or Brazil, in which case, Meta Platforms, Inc. is the contracting entity offering you access to the WhatsApp Business Solution.

“WhatsApp Business Solution” means the platform (including, but not limited to apps, software, features, services, and APIs) designed and developed for businesses to enable businesses to communicate with consumer users on the WhatsApp network.

”WhatsApp” means WhatsApp LLC, unless you are in a country in the European Economic Area and any other included country or territory (“European Region”), in which case WhatsApp means WhatsApp Ireland Limited.

2. Pricing and Fees

Your use of WhatsApp by Kustomer is subject to the usage fees as more fully described here, including, but not limited to, the prices and pricing rules by country and region for message categories established by Meta and WhatsApp and published here (the “WhatsApp Rate Card”) and a per message Kustomer fee equal to 20% of the applicable per message WhatsApp fee that will be applied in the aggregate to your monthly bill.

If you have pre-purchased a commitment for WhatsApp monthly spend (“WhatsApp Consumption Dollars”), such WhatsApp Consumption Dollars will be billed in advance in accordance with your Order and applied against your usage of Whatsapp by Kustomer in accordance with the WhatsApp Rate Card. For clarity, the per message Kustomer fee will not be applied toward your WhatsApp by Kustomer usage during the consumption period applicable to your pre-purchased WhatsApp Consumption Dollars. Unless otherwise set forth in your Order, any unconsumed WhatsApp Consumption Dollars will expire and become void automatically at the end of the consumption period set forth in your Order and shall not roll over into any subsequent consumption period. If you continue to use Whatsapp by Kustomer after you have consumed all WhatsApp Consumption Dollars in a consumption period, your consumption will convert to usage-based for the remainder of the consumption period, paid monthly in arrears in accordance with the WhatsApp Rate Card.

If you have not pre-purchased WhatsApp Consumption Dollars or have exceeded such Consumption Dollars in a given month, then notwithstanding anything to the contrary in any Order entered into by you that states a payment schedule for the Platform or any other ancillary services purchased by you, Kustomer will invoice and charge you for your usage fees for WhatsApp by Kustomer in arrears on a calendar month basis based on the payment method you have selected for the WhatsApp by Kustomer service. To the extent any such usage fees become past due for any reason, then in addition to any other rights set forth in the Agreement, Kustomer reserves the right to suspend your access to the WhatsApp by Kustomer until such usage fees have been paid.

Kustomer reserves the right to update the WhatsApp by Kustomer pricing from time to time (including the amount of Included WhatsApp Conversations for each Platform plan) by updating our pricing page and within the billing portal – such changes shall take effect in the next full calendar month that follows thirty (30) days after such update. Additionally, Meta and WhatsApp reserve the right to update the WhatsApp Rate Card on a monthly basis, and changes to the WhatsApp Rate Card and any changes to the calculation of your usage fees by Kustomer will take effect the first day of the calendar month following such changes are published to the WhatsApp Rate Card.

3. WhatsApp Terms and Conditions

E. Supplemental Terms for use of Third-Party Services

We provide links or references to Third-Party Services in the Documentation and/or within the Platform, including, but not limited to, WhatsApp by Kustomer and all such other integrations and applications made available in our Application Marketplace accessible from within the Platform. If you decide to enable, access or use Third-Party Services in connection with your Platform subscription allows you to use, the following supplemental terms apply:

1. General

Your access and use of Third-Party Services shall be governed solely by the applicable third-party terms, policies and licenses (the “Third-Party Services Terms”) of such Third-Party Services. Such Third-Party Services are not provided by us; we are neither liable nor responsible for (i) their functioning, results or effects, (ii) their privacy practices, data security processes or other policies and (iii) we do not support, license, control, endorse or otherwise make any representations or warranties regarding any such Third-Party Services.

We cannot guarantee the continued availability of such Third-Party Services, and may disable access to them without entitling you to any refund, credit or other compensation, if, for example and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the Platform in a manner acceptable to us. We will use reasonable efforts to provide you with advance notice prior to disabling access to any Third-Party Services, which may include email, a specific announcement on our website or within the Platform, posting on our blog or by some other similar means.

To the extent you access and use such Third-Party Services in connection with the Platform, you hereby certify that you have agreed to the Third-Party Services Terms, as applicable, and will not use such Third-Party Services in any way that would violate such Third-Party Services Terms.

2. Communication Channels

If you are accessing and using the Platform in connection with an integration to a Third-Party Service that enables you to communicate (e.g. phone, chat, messaging) with individuals, you are responsible for complying with all applicable laws and providing all applicable notices and obtaining applicable consents in all jurisdictions governing your access and use of such Third-Party Services, including, but not limited to, telephone recording laws and laws and regulations related to telemarketing and spam, such as the CAN-SPAM Act, prior to contacting, communicating with, and/or recording or transcribing conversations with such individuals using the Third-Party Service. Additionally, as between you and Kustomer, you or your End Users are the initiator and sender of any call, email or SMS/MMS message transmitted through your End Users’ log in accounts, whether sent manually or by means of an automation functionality within the Platform.

F. Supplemental Terms for Kustomer’s APIs and Kustomer Chat SDK Usage

If you use any of our API(s) and, if applicable, our Chat SDK(s) (as defined below) that we make available to you to facilitate your use of our API(s), in connection with you integrating your application with one or more features of the Platform, the following supplemental terms apply:

“SDK” means any software development kit and/or libraries related to the Platform developed by us and made available to you through the Documentation.

We hereby grant you a limited, non-exclusive, non-transferable (except as permitted by Section 11 of the Terms), revocable license to access and use our API(s) and/or Chat SDK(s) only as necessary to develop, test and support an integration of your application with the Platform. You hereby agree that your use of the API(s) and SDK(s) shall be governed by the Terms, including, without limitation, our ownership rights as set forth in Section 7 of the Terms. YOU EXPRESSLY UNDERSTAND AND AGREE THAT EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 8 OF THE TERMS, YOUR USE OF OUR CHAT SDK(s) IS AT YOUR SOLE RISK AND THAT THE CHAT SDK(s) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM US.

Additionally, you acknowledge that we may modify the API(s) and/or Chat SDK(s) during the Subscription Term. We will provide you with commercially reasonable advance notice of any deprecation of any material API(s) and/or the Chat SDK(s) which may include email, a specific announcement on our website or within the Platform, posting on our blog or by some other similar means.

G. Supplemental Terms for Data and Attachment Storage within the Platform

The Platform (including any replication of your environment (i.e. sandbox)) is subject to a maximum data and attachment storage limits as described here. Your data and attachment storage limits will be determined based on the Kustomer Platform subscription plan purchased by you and your then-current number of full-time users measured at the end of a calendar month.

If the amount of data and/or attachment storage required by you exceeds your subscription plan, we will notify you through an in-platform dashboard and you must either (a) increase your account’s storage limits by purchasing additional data and/or attachment storage or (b) reduce your data and/or attachment storage within your account by removing files and/or records in order to be within the limits of your plan as described here, in each case prior to the end of the then-current month in which you exceeded the limits on your subscription plan. If you neither purchase additional data and/or attachment storage or reduce your data and/or attachment storage within the Platform, as applicable, prior to the end of the calendar month in which you exceeded the limits on your subscription plan, we will invoice you on a monthly basis for the amount of additional data and/or attachment storage at the then-current data and attachment storage fees as described here to raise your limits to the amount you need in order to bring your data storage and/or attachment storage in compliance, and you agree to pay such data and/or attachment storage fees, as applicable. You can reduce the amount of these monthly storage fees for a subsequent calendar month by reducing your data and/or attachment storage fees prior to the end of the then-current calendar month.

H. EU Data Act Addendum

This EU Data Act Addendum (“Addendum”) governs all Switching and/or Deletion Requests made by an EU Client (as defined below) pursuant to Regulation (EU) 2023/2854 of the European Parliament and of the Council dated 13 December 2023, concerning harmonized rules on fair access to and use of (the “EU Data Act”).

This Addendum supplements and forms an integral part of the Terms. For the purposes of this Addendum, a Client refers to an “EU Client” which shall mean a Client registered within a member state of the European Union or European Economic Area (EU/EEA). Capitalized terms in this Addendum shall have the same meaning as in the Terms unless otherwise defined herein.

1. REQUEST PROCESS

A Client may submit a request under the EU Data Act with a two-month Notification Period to: (a) switch the Services and migrate Client Materials to an alternative third-party provider or to its own on-premises infrastructure (“Switching Request”); or (b) delete Client Materials from the Services (“Deletion Request”). Requests must be clearly identified and submitted via the method designated by Kustomer.

2 TERMINATION

3. EXCLUSIONS

Switching or Deletion Requests do not apply to non-production (e.g. sandbox), Beta Services or other limited-duration Services or any data not qualifying as Client Materials.

4. CLIENT RESPONSIBILITIES

Client is responsible for ensuring it has all required rights and permissions for any Switching or Deletion Request and assumes responsibility for the accuracy of provided information and suitability of any destination environment.

5. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Kustomer disclaims liability for damages, losses, or costs arising from Switching or Deletion Requests, including data loss, downtime, compatibility issues, or operational disruptions.

6. CONFLICTS

In the event of conflict between this Addendum and the Terms, this Addendum controls solely as it relates to any Switching or Deletion Requests under the EU Data Act.