Terms of Service

The agreement governing your use of the Kolva platform.

Effective: April 20, 2026|Last updated: April 20, 2026|v2.0 · EN|

Terms of Service

Version: 2.0
Effective Date: April 20, 2026
Last Updated: April 20, 2026
Document Owner: Talentee LLC (trading as Kolva)

Business-use only. The Service is offered for business and professional use only and is not intended for consumers. If an individual accesses or uses the Service, that individual does so only as an authorised representative of a business, organisation, sole proprietorship or other professional activity. These Terms are not consumer terms, and nothing in these Terms should be read as consenting to consumer protection regimes that would otherwise be disapplied as a matter of mandatory law.

These Terms of Service (the "Terms") form a binding legal agreement between Talentee LLC, a Wyoming limited liability company doing business as Kolva ("Kolva", "we", "us" or "our"), and the entity, organisation, sole proprietor or other business customer that accesses or uses the Service ("Customer", "you" or "your"). These Terms are drafted for business-to-business use and assume that Customer is a commercial entity acting through authorised representatives.

By creating an account, accepting an Order, installing a Kolva agent, activating an integration, clicking an acceptance control, or otherwise using the Service, Customer agrees to these Terms. The individual accepting these Terms on behalf of an entity represents and warrants that they are at least eighteen (18) years of age and have full corporate authority to bind that entity. If Customer does not accept these Terms, Customer must not access or use the Service.

These Terms supersede Version 1.0 of the Kolva Terms of Service as of the Effective Date, except with respect to obligations that accrued under prior versions. Customers on an active Order at the time of publication will be migrated to this Version 2.0 in accordance with Section 22 (Amendment and Change Process).

1. Acceptance of Terms

1.1 Binding agreement. These Terms govern access to and use of the Kolva platform, hosted applications, mobile and progressive web applications, application programming interfaces ("APIs"), local agents, cloud connectors, developer documentation, onboarding wizards, support services and related professional services (collectively, the "Service"), unless a separately signed master services agreement expressly supersedes them.

1.2 Contract stack. The commercial relationship between Customer and Kolva is made up of (a) these Terms, which establish the overall legal framework; (b) any order form, online checkout confirmation, statement of work or subscription receipt identifying the purchased Service, subscription term, number of users and entities, pricing and commercial terms (each, an "Order"); and (c) service policies incorporated by reference, including the Kolva Privacy Policy, the Data Processing Agreement (the "DPA"), the Security Policy, the Cookie Policy, the Service Level Agreement (the "SLA"), the Acceptable Use Policy and any product-specific documentation made available by Kolva.

1.3 Order of precedence. In the event of a conflict, the following order applies, from highest to lowest authority: (i) a signed Order or master services agreement; (ii) the DPA for matters relating to the processing of personal data; (iii) the SLA for matters relating to uptime, service credits and exclusive remedies; (iv) these Terms; and (v) other service policies and documentation.

1.4 Authority to bind. By accepting these Terms on behalf of an entity, the accepting individual represents that (a) they are duly authorised by that entity; (b) the entity is not subject to sanctions or export restrictions that would prohibit the provision of the Service; and (c) all information provided during signup is accurate and complete.

1.5 User-level and company-level acceptance. Where a user accepts these Terms in connection with a Customer workspace, the user accepts them both individually as an authorised user and, where they have administrative or purchasing authority, on behalf of the Customer entity. Customer is responsible for ensuring that only authorised personnel accept Orders, activate paid modules, connect source systems or approve data processing instruments (including the DPA). Acceptance of these Terms by a user without the necessary authority does not relieve Customer of the obligations entered into by that user, and Customer remains responsible for the actions of its personnel accessing the Service.

1.6 Authority for data-processing instruments. Any person accepting the DPA, enabling an ERP, accounting, HR, banking, file storage or other source-system integration, installing a Kolva agent or connector, or submitting source-system credentials represents that they are authorised to bind Customer for purposes of data processing and system access. Kolva may rely on such representation without further inquiry, and Customer shall indemnify Kolva against claims arising from a user's lack of authority in such contexts, subject to Section 11 (Indemnification).

2. Description of Service

2.1 General description. Kolva is a business operations platform that provides a unified software layer on top of Customer's existing enterprise resource planning ("ERP"), customer relationship management ("CRM"), accounting, laboratory, production, maintenance and analytics systems. The Service is designed to synchronise data from those systems, apply artificial intelligence analysis and workflow automation, and deliver decision-support features to authorised users.

2.2 Functional modules. The Service may include, depending on Customer's subscription and activation: (a) commercial and field execution tools (account plans, visits, route planning, pipeline workflows, quotes, order capture, coaching, team analytics); (b) finance hub capabilities (source discovery, receivables and payables analysis, trial balance visibility, inventory and cost signals, entity comparison, reporting, reconciliation support, AI-assisted narrative finance review); (c) operations, production, laboratory, maintenance, procurement and contract workflows; (d) connectors and on-premise agents for ERP, CRM, financial, inventory, manufacturing, payroll, document and spreadsheet systems; (e) AI-assisted features (natural-language analysis, summaries, recommendations, anomaly detection, forecasting, voice transcription, mapping assistance, decision-support cards); and (f) APIs, webhooks, import/export tools, dashboards, mobile or offline capabilities and administrative controls.

2.3 Modular access. The Service is modular. The features available to Customer depend on the Order, subscription plan, activated hubs, user permissions, enabled integrations, data sources and product availability in Customer's region. Kolva may add, modify, deprecate or replace individual features in accordance with Section 22, and retains discretion over the product roadmap.

2.4 Not a regulated service. Kolva is a decision-support and workflow platform. It is not a statutory accounting system, does not replace Customer's auditor, legal counsel, tax adviser, payroll provider, bank or regulated financial adviser, and does not provide medical, legal, tax, investment or safety-critical advice. Outputs produced by the Service must be reviewed by appropriately qualified personnel before being used for statutory, regulatory, payroll, tax, lending, credit, employment, safety or legal decisions. The Service is not intended for use in environments where failure could result in death, personal injury or environmental damage.

2.5 Customer's systems of record; statutory compliance. Customer is solely responsible for its books and records, statutory accounts, tax filings, payroll records, legal entity configuration, chart of accounts, consolidation rules, accounting policies, ERP configuration and regulatory filings. Kolva's sync, reconciliation, discovery, reporting, finance, operations and AI features do not replace Customer's official systems of record, do not constitute legal, tax, accounting, audit, payroll or regulated financial advice, and are not certified for statutory or audit use unless expressly agreed in a signed Order. Customer shall not rely on the Service in a way that is inconsistent with the professional judgement of its accountants, auditors, tax advisers, legal counsel, payroll providers or regulators.

3. Account Registration

3.1 Accurate information. Customer shall provide, and shall ensure that its users provide, accurate, complete and current account, company, billing and administrative information, and shall keep that information up to date during the term of the Order. Kolva may rely on the information supplied without further verification.

3.2 Customer responsibilities. Customer is solely responsible for: (a) maintaining the confidentiality of credentials, API keys, tokens, integration secrets, agent setup tokens and administrator accounts; (b) ensuring that only authorised individuals access the Service; (c) configuring roles, permissions, entity scopes, row-level access policies, integration permissions and support access settings appropriately; (d) all activity carried out under Customer accounts, except to the extent caused by Kolva's breach of these Terms; (e) promptly notifying Kolva of unauthorised access, compromised credentials or suspected misuse; and (f) ensuring that its users, contractors, subsidiaries, affiliates and administrators comply with these Terms.

3.3 No account sharing. Individual user accounts may not be shared between multiple natural persons. Each authorised user must hold a distinct named account. Administrative accounts should use strong authentication and multi-factor authentication where made available by Kolva.

3.4 Suspension of accounts. Kolva may suspend, deactivate or reject accounts that (a) contain inaccurate or fraudulent information; (b) are created to evade subscription, user or entity limits; (c) present a demonstrable security risk; or (d) are used in breach of these Terms or the Acceptable Use Policy.

4. Subscription Plans and Payment

4.1 Fees and billing. Subscription scope, fees, billing frequency, usage limits, support level, modules, entities, users, agents, environments and professional services are set out in the applicable Order or online checkout. Unless the Order states otherwise, subscription fees are billed in advance and are non-refundable, except where expressly provided in these Terms, the SLA or applicable mandatory law.

4.2 Variable fees. Usage-based, entity-based, seat-based, AI consumption, storage, connector and professional services fees may be billed in arrears or in advance as described in the Order. Adding users, entities, modules, connectors, environments or usage may increase fees on a prorated or usage-based basis. Downgrades take effect at the start of the next billing cycle unless the Order provides otherwise.

4.3 Taxes. Prices exclude taxes, duties, levies, withholding taxes, bank charges and similar governmental assessments. Customer is responsible for all such amounts other than taxes assessed on Kolva's net income. Where Customer claims an exemption, Customer shall provide valid documentation before the next invoice.

4.4 Payment terms. Payment is due by the date shown on the invoice or at checkout. Invoices not paid within thirty (30) days of the due date may accrue interest at the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, compounded monthly. Kolva may suspend access after reasonable notice for amounts that remain unpaid, and Customer remains responsible for outstanding fees.

4.5 Trials, pilots and betas. Free trials, pilots, proofs of concept and beta access may be limited in duration, functionality, data volume, number of users or entities, and support. Trial environments may be suspended or deleted after the trial period unless Customer converts to a paid subscription. Beta features are provided "as is" without service credits or uptime commitments.

4.6 Renewals. Orders renew for the renewal term stated in the Order. If no renewal term is stated, paid subscriptions renew for successive periods equal to the initial subscription term, unless either party gives notice of non-renewal at least thirty (30) days before the renewal date. Renewal pricing may differ from initial pricing, and Kolva will communicate any renewal price change at least forty-five (45) days before renewal.

5. Acceptable Use

5.1 Lawful use. Customer shall use the Service lawfully, in accordance with the documentation, the Order and applicable policies. Customer shall not, and shall not permit any user or third party to:

use the Service for unlawful, harmful, deceptive, infringing, discriminatory or abusive purposes;
upload malware, exploit code, credential dumps, unauthorised personal data or content that violates third-party rights;
attempt to circumvent authentication, authorisation, tenant isolation, row-level security, rate limits, subscription limits or any other technical controls;
probe, scan, stress test, scrape, reverse engineer, decompile, disassemble or benchmark the Service except as expressly authorised in writing by Kolva;
interfere with the availability, integrity, security or performance of the Service or any other customer's use of it;
resell, sublicense, make available or provide service-bureau access to the Service unless an Order expressly permits it;
use the Service to train competing artificial intelligence models or develop a competing product using non-public Kolva materials;
submit regulated, sensitive or special-category data unless the applicable Order, DPA, configuration and legal basis permit it;
use AI features to generate unlawful, misleading, harmful, discriminatory, defamatory, impersonating or infringing content; or
use the Service for high-risk decisions that require human review, including in employment, credit, insurance, medical, legal, payroll, tax or safety-critical contexts, without independent professional validation.

5.2 Investigation and suspension. Kolva may investigate suspected violations and may suspend access where reasonably necessary to protect the Service, Customer Data, other customers or third parties. Kolva will use reasonable efforts to notify Customer in advance of any suspension, unless notice would create security, legal or operational risk.

6. Customer Data

6.1 Definition. "Customer Data" means data, files, records, credentials, configurations, logs, documents, prompts, outputs, metadata and other content submitted to, synchronised with, generated in or processed through the Service by or for Customer, including data transferred from Customer's ERP, CRM or other connected systems.

6.2 Ownership and licence. Customer retains all right, title and interest in Customer Data. Customer grants Kolva a limited, worldwide, non-exclusive, royalty-free right to host, copy, process, transmit, display, transform, analyse, back up and otherwise use Customer Data solely as necessary to (a) provide, secure, maintain, support and improve the Service; (b) operate integrations, local agents, APIs, automation, analytics, dashboards and AI-assisted features; (c) troubleshoot incidents and respond to Customer support requests; (d) prevent fraud, abuse, security incidents and service degradation; and (e) comply with law, enforce these Terms and protect legal rights.

6.3 No sale or external training. Kolva does not sell Customer Data. Kolva does not use Customer Data to train third-party foundation AI models unless Customer expressly opts in in writing or a separate agreement permits such use. Further details on AI processing are set out in the DPA.

6.4 Customer warranties. Customer represents and warrants that it has all rights, consents and legal bases required to submit Customer Data to the Service and to authorise Kolva to process it. Customer is responsible for the accuracy, quality, legality, permissions, classifications, retention settings and export-control status of Customer Data.

6.5 Aggregated data. Kolva may create aggregated or de-identified data that does not identify Customer, Customer's users or Customer's counterparties, and may use such data to operate, analyse, benchmark, secure and improve the Service. Kolva will not attempt to re-identify aggregated or de-identified data and will use commercially reasonable safeguards designed to prevent re-identification. External benchmarking or commercial communications that identify Customer by name, sector, geography or commercially sensitive cohort require Customer's prior written consent, unless the data is aggregated across a sufficiently large cohort and cannot reasonably identify Customer or its counterparties.

6.6 Return and deletion. Upon termination or expiration, Customer may export Customer Data during the export period described in these Terms, the Order or the DPA. Kolva will delete or return Customer Data in accordance with the DPA, retention settings, backups, legal holds and applicable law.

7. Intellectual Property

7.1 Kolva ownership. Kolva and its licensors own all right, title and interest in the Service, software, source code, object code, interfaces, workflows, designs, models, prompts, templates, schemas, documentation, know-how, trade secrets, trademarks and related intellectual property rights, except for Customer Data. No implied licences are granted.

7.2 Customer licence. Subject to these Terms and the applicable Order, Kolva grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for Customer's internal business purposes.

7.3 Restrictions. Customer shall not copy, modify, create derivative works of, distribute, rent, lease, sell, sublicense, reverse engineer, decompile or attempt to extract the source code, models, prompts or underlying ideas of the Service, except to the extent such restriction is prohibited by applicable mandatory law.

7.4 AI outputs. Kolva does not claim ownership of AI outputs generated from Customer Data. Customer is responsible for reviewing outputs before relying on them and for determining whether outputs are suitable for Customer's intended use.

7.5 Feedback. If Customer provides feedback, suggestions, enhancement requests or ideas, Kolva may use them without restriction or obligation, provided Kolva does not disclose Customer's Confidential Information in doing so.

7.6 Trademarks. Customer may use Kolva's name and logo only as expressly permitted in writing. Kolva may identify Customer as a customer in marketing materials only with Customer's consent or as stated in an Order.

8. Service Level and Availability

8.1 Commercially reasonable efforts. Kolva will use commercially reasonable efforts to make the production Service available, secure and performant. Specific uptime commitments, support response targets, maintenance windows, service credits and exclusive remedies are set out in the applicable SLA or Order.

8.2 Maintenance. Kolva may perform scheduled maintenance with reasonable advance notice through a status page, email or in-app notice, and may perform emergency maintenance without prior notice where necessary to protect security, availability or data integrity.

8.3 Exclusions. Preview, beta, sandbox, free, trial, developer and non-production features are provided without uptime commitments. Availability commitments do not apply to downtime or degraded performance caused by Customer systems, third-party services, Force Majeure events, internet failures, misuse, unsupported configurations, Customer credentials, Customer's network, local agents installed in Customer environments, or suspension pursuant to these Terms.

8.4 Exclusive remedy. Service credits, where available under the SLA, are Customer's sole and exclusive monetary remedy for failure to meet an SLA commitment.

9. Third-Party Integrations

9.1 Connected systems. The Service may connect to Customer's systems and to third-party services, including ERP, CRM, accounting, payroll, inventory, manufacturing, banking, identity, payment, messaging, AI, storage, spreadsheet, document and business intelligence systems.

9.2 Authorisation and configuration. Customer authorises Kolva to access and process data from enabled integrations in accordance with Customer's configuration, credentials, permissions and documented instructions. Customer is responsible for obtaining and maintaining (a) valid licences, API rights, credentials, VPN access, network access, OAuth consent and permissions for connected systems; (b) appropriate scopes and least-privilege access for integrations and agents; (c) accurate folder, schema, table, object, endpoint, entity and mapping selections; and (d) compliance with third-party terms and internal policies.

9.3 Kolva non-liability for third parties. Kolva is not responsible for third-party service availability, API changes, rate limits, vendor outages, unsupported customisations, data-quality issues in source systems, or failures caused by Customer-provided credentials, permissions, VPNs, firewalls, proxies, endpoint restrictions or local infrastructure.

9.4 Local agents. Local agents and connectors may run in Customer-controlled environments and may discover metadata, read configured data, transform records and push selected data outbound to Kolva. Customer is responsible for installing, configuring, updating, monitoring and authorising such agents unless the Order states otherwise. Kolva may provide auto-update, logging, diagnostics and support tools as described in documentation and the DPA.

10. Limitation of Liability

10.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KOLVA OR ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS OR SUPPLIERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, DATA, USE OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

10.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KOLVA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CUSTOMER TO KOLVA FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

10.3 Carve-outs. The limitations in Sections 10.1 and 10.2 do not apply to liability that cannot be limited under applicable law. A separately signed Order or master services agreement may specify different caps for particular services. The liability cap does not limit Customer's payment obligations, either party's liability for fraud or wilful misconduct, or any liability that cannot be limited under applicable law.

10.4 AI outputs. AI outputs, forecasts, reconciliations, source-discovery recommendations, finance insights, anomaly flags, classifications, mappings and other generated content are provided for decision support. They may be incomplete, inaccurate, delayed or based on imperfect Customer Data. Customer shall independently verify outputs before using them for financial statements, statutory filings, tax, payroll, lending, credit, employment, safety, procurement, operational or legal decisions.

11. Indemnification

11.1 Customer indemnity. Customer shall defend, indemnify and hold harmless Kolva and its affiliates, officers, employees, contractors, licensors and suppliers from and against any third-party claims, damages, losses, liabilities, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Customer Data, including claims that Customer Data infringes rights or was collected, submitted or processed unlawfully; (b) Customer's use of the Service in breach of these Terms, an Order, documentation or applicable law; (c) Customer's connected systems, credentials, agents, configurations, mappings, exports or instructions; (d) Customer's products, services, employment decisions, credit decisions, tax filings, accounting records, financial statements, regulatory reports or business decisions; and (e) use of the Service by Customer's users, affiliates, contractors or representatives.

11.2 Kolva IP indemnity. If a third party claims that Customer's authorised use of the Service infringes that third party's intellectual property rights, Kolva will defend Customer and pay damages finally awarded against Customer or agreed in settlement, provided Customer (a) promptly notifies Kolva of the claim in writing; (b) allows Kolva to control the defence and settlement; and (c) provides reasonable cooperation at Kolva's expense. Kolva may, at its option, procure the right for Customer to continue using the Service, modify the Service, replace the affected functionality, or terminate the affected Service and provide a pro-rata refund of prepaid unused fees. This states Customer's exclusive remedy for Service infringement claims, except where prohibited by applicable law.

11.3 Exclusions. Kolva's indemnity does not apply to claims arising from (a) Customer Data; (b) Customer's combination of the Service with software, services or data not provided by Kolva; (c) modifications to the Service not made by Kolva; (d) use of the Service in breach of these Terms; or (e) use of a prior version of the Service after Kolva has made a non-infringing update available.

12. Termination

12.1 Term. These Terms remain in effect while Customer uses the Service or has an active Order.

12.2 Termination for cause. Either party may terminate an Order if the other party materially breaches these Terms or the Order and fails to cure the breach within thirty (30) days after written notice, unless the breach cannot reasonably be cured or creates urgent security, legal or operational risk.

12.3 Customer cancellation. Customer may cancel a subscription as described in the Order or account settings. Cancellation generally takes effect at the end of the then-current subscription term unless the Order provides otherwise.

12.4 Immediate suspension. Kolva may suspend or terminate access immediately for non-payment that remains uncured after notice, suspected security risk, unlawful use, misuse or material breach of Acceptable Use obligations.

12.5 Effects of termination. Upon expiration or termination: (a) Customer's right to access the affected Service ends; (b) Customer shall cease using local agents, APIs, documentation and credentials associated with the terminated Service; (c) Customer may export Customer Data during the export period made available by Kolva, unless access was terminated for unlawful use or security risk; (d) Kolva will delete or return Customer Data as described in the DPA; (e) Customer remains responsible for fees accrued before termination and any non-cancellable commitments.

13. Governing Law

13.1 Choice of law. These Terms and any dispute arising out of or relating to them, any Order or the Service are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 International disputes. For Customers established outside the United States, the parties acknowledge that mandatory provisions of local consumer, data protection or other public-policy law may apply notwithstanding Section 13.1. Nothing in these Terms excludes the jurisdiction of regulatory or supervisory authorities that a Customer may be required to approach under local law.

14. Dispute Resolution and Arbitration

14.1 Informal resolution. Before filing a formal claim, the parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to these Terms, any Order or the Service through executive-level negotiation for a period of at least thirty (30) days following written notice of the dispute (the "Notice of Dispute"). The Notice of Dispute shall describe the nature and basis of the claim and the relief sought.

14.2 Binding arbitration. If the dispute is not resolved through negotiation, it shall be finally resolved by binding arbitration administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes. The seat and venue of arbitration shall be Sheridan, Wyoming, United States; the language shall be English; and judgment on the arbitral award may be entered in any court of competent jurisdiction.

14.3 Arbitrator authority. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Section 14, including any claim that all or any part of it is void or voidable. The arbitrator may grant any remedy that a court of competent jurisdiction could order, including equitable relief.

14.4 Class action waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES SHALL BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. If this class-action waiver is found to be unenforceable, the unenforceable portion shall be severed and the remainder of this Section 14 shall remain in effect, except that the dispute shall be resolved in court pursuant to Section 13.

14.5 Injunctive relief carve-out. Notwithstanding the foregoing, either party may seek preliminary or injunctive relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, data security or to prevent unauthorised use of the Service, without first submitting the matter to arbitration.

15. Data Breach Notification Protocol

15.1 Scope. This Section 15 governs the notification protocol that applies to security incidents affecting Customer Data. It is intended to operate alongside, and without limiting, the personal-data breach obligations set out in the DPA (which reflect Article 33 of the EU General Data Protection Regulation).

15.2 Kolva notification timing. Kolva shall notify Customer without undue delay, and in any event within forty-eight (48) hours after becoming aware of a security incident that has resulted in, or is reasonably likely to result in, unauthorised access to, disclosure of, loss of or alteration of Customer Data.

15.3 Notification content. The notification shall, at a minimum, include (a) a description of the nature of the incident, including, where known, the categories and approximate number of data subjects and records affected; (b) the contact details of Kolva's Data Protection Officer or incident response lead; (c) the likely consequences of the incident; and (d) the measures taken or proposed to address the incident and to mitigate its adverse effects.

15.4 Phased disclosure. Where the information cannot reasonably be provided at the time of the initial notice, Kolva may provide the information in phases without undue further delay.

15.5 Channels. Notifications will be delivered by email to Customer's primary administrative contact, by in-app notice to administrators, and, where appropriate, through a dedicated support case. Customer is responsible for keeping administrative contact details current.

15.6 Customer obligations. Customer remains responsible for notifying competent supervisory authorities and data subjects where required by applicable law. Kolva will provide reasonable assistance, at Customer's reasonable request, for the purpose of such regulatory notifications.

15.7 Non-admission and DPA precedence. Notifications under this Section are not an admission of fault or liability. For Personal Data Breaches (as defined in applicable data protection law), the DPA controls to the extent of any conflict with this Section 15. Kolva may provide incident information in phases as facts are confirmed and may withhold or redact information where disclosure would compromise security, legal privilege, an ongoing investigation or the rights of third parties, subject to regulatory requirements.

16. Export Controls and Sanctions

16.1 Compliance obligation. Customer shall comply with all applicable export-control, sanctions, anti-bribery, anti-corruption and trade laws, including the U.S. Export Administration Regulations ("EAR") administered by the U.S. Department of Commerce Bureau of Industry and Security, the regulations administered by the U.S. Department of the Treasury Office of Foreign Assets Control ("OFAC"), EU Council Regulation 821/2021 as amended, and equivalent regimes in any other applicable jurisdiction.

16.2 Prohibited destinations and parties. Customer shall not, directly or indirectly, export, re-export, transfer or make available the Service or any Customer Data processed through the Service (a) to, through or on behalf of any person or entity located in, ordinarily resident in or organised under the laws of a country or region subject to comprehensive U.S. or EU sanctions (including, as of the Effective Date, Cuba, Iran, North Korea, Syria and the Crimea, so-called Donetsk People's Republic and so-called Luhansk People's Republic regions of Ukraine); or (b) to any person or entity identified on the U.S. Specially Designated Nationals and Blocked Persons List, the U.S. Entity List, the EU Consolidated List of Persons Subject to Financial Sanctions or any other applicable restricted-party list.

16.3 End-use restrictions. Customer shall not use the Service in connection with, and shall not upload data related to, the design, development, production or use of nuclear, chemical or biological weapons, missile technology or other weapons of mass destruction.

16.4 Representations. Customer represents and warrants that (a) it is not a restricted party; (b) it is not acting on behalf of any restricted party; and (c) it will not cause Kolva to breach any export-control or sanctions law through its use of the Service.

17. Warranty Disclaimers

17.1 "AS IS" service. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL RELATED SOFTWARE, DOCUMENTATION, AI OUTPUTS, DATA AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

17.2 Specific disclaimers. KOLVA AND ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TITLE, SYSTEM INTEGRATION, QUIET ENJOYMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

17.3 No guarantee of results. KOLVA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE FROM ALL ATTACKS, FREE FROM LOSS OR CORRUPTION OF DATA, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, TIMELY, RELIABLE OR SUITABLE FOR ANY PARTICULAR USE. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING AI OUTPUTS BEFORE RELYING ON THEM.

17.4 Third-party services. Any third-party services, integrations, content or data accessed through the Service are provided by the relevant third party and are subject to the third party's own terms. Kolva disclaims all warranties relating to such third-party services to the maximum extent permitted by law.

17.5 Statutory rights. Some jurisdictions do not allow the exclusion of implied warranties, so some of the exclusions above may not apply to Customer. In those jurisdictions, Kolva's warranties are limited to the minimum extent permitted by law, and any statutory warranties that cannot be excluded are limited in duration to the minimum period permitted by law.

18. Force Majeure

18.1 Definition. A "Force Majeure Event" means an event or circumstance beyond the reasonable control of the affected party, including (a) natural disasters, such as earthquakes, floods, hurricanes, fires, extreme weather or volcanic activity; (b) war, terrorism, armed conflict, insurrection, civil unrest or acts of a public enemy; (c) epidemics, pandemics or public-health emergencies (including any successor event to the COVID-19 pandemic); (d) governmental action, embargoes, sanctions, export restrictions or changes in law; (e) failures or disruption of the public internet, telecommunications carriers, cloud providers, upstream networks, domain name systems or submarine cables; (f) denial-of-service attacks, ransomware campaigns or other cyberattacks not resulting from the affected party's failure to meet industry-standard security practices; (g) utility failures, power blackouts or shortages of energy or essential supplies; and (h) strikes, lockouts or other labour disputes.

18.2 Suspension of obligations. Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by a Force Majeure Event, provided the affected party (a) gives prompt written notice to the other party, describing the nature and expected duration of the event; (b) uses commercially reasonable efforts to mitigate and resume performance; and (c) resumes performance as soon as reasonably possible.

18.3 Extended events. If a Force Majeure Event continues to prevent substantial performance for more than sixty (60) consecutive days, either party may terminate the affected Order on written notice, without liability other than payment of fees accrued before termination.

19. Survival of Terms

19.1 Sections that by their nature or express language are intended to survive termination or expiration of these Terms shall survive and remain in full force and effect, including Sections 1 (Acceptance), 6 (Customer Data, to the extent of return/deletion obligations), 7 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnification), 12.5 (Effects of Termination), 13 (Governing Law), 14 (Dispute Resolution), 15 (Data Breach Notification, to the extent an incident arose during the term), 16 (Export Controls), 17 (Warranty Disclaimers), 19 (Survival), 20 (Entire Agreement), 21 (Severability and Waiver), 23 (Assignment), 24 (Notices), 25 (Relationship of Parties), 26 (Confidentiality), 28 (Headings and Interpretation), 29 (Kolva Agents and Connectors, to the extent of accrued obligations) and 30 (AI Governance), together with any accrued payment obligations and any provisions necessary to give effect to the foregoing.

20. Entire Agreement

20.1 Merger clause. These Terms, together with any Orders, the DPA, the SLA, the Privacy Policy, the Acceptable Use Policy, the Cookie Policy and any other service policies expressly incorporated by reference, constitute the entire agreement between Kolva and Customer regarding the Service and supersede all prior or contemporaneous communications, proposals, representations, understandings or agreements, whether oral or written, relating to the subject matter hereof.

20.2 No reliance. Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in these Terms or the other documents comprising the contract stack.

20.3 Counter-terms of Customer. Any pre-printed or boilerplate terms contained in Customer's purchase order, vendor registration portal, or other procurement document are expressly rejected and shall have no force or effect, even if Kolva accepts payment against such document.

21. Severability and Waiver

21.1 Severability. If any provision of these Terms is held by a court of competent jurisdiction or an arbitral tribunal to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid and enforceable provision that most closely reflects the original intent of the parties and achieves the same commercial and legal result, to the maximum extent permitted by law.

21.2 Waiver. The failure or delay by either party to exercise any right, power or remedy under these Terms shall not operate as a waiver of that right, power or remedy. A waiver of a breach of these Terms shall not constitute a waiver of any subsequent or continuing breach. All waivers must be in writing and signed by an authorised representative of the waiving party to be effective.

22. Amendment and Change Process

22.1 Unilateral amendments. Kolva may modify these Terms from time to time to reflect changes in applicable law, the Service, security practices, business operations or other legitimate reasons. Where a modification is material, Kolva will provide at least thirty (30) days' prior notice before the new version takes effect.

22.2 Notice channels. Notice of material changes will be delivered through at least one of the following channels: (a) email to Customer's primary administrative contact or billing contact; (b) an in-app notification displayed to administrators upon their next sign-in; (c) a prominent notice on the Kolva website or within the relevant Service portal; or (d) a post on the Kolva status or trust page.

22.3 Acceptance by continued use. Customer's continued access to or use of the Service after the effective date of the amended Terms constitutes acceptance of the amended Terms. If Customer does not agree to a material change, Customer's sole and exclusive remedy is to cease using the Service before the effective date and, where the change materially reduces the functionality Customer is receiving, to terminate the affected Order under Section 12 for a pro-rata refund of prepaid unused fees.

22.4 Non-material changes. Non-material changes (such as clarifications, formatting, corrections of typographical errors or changes required to comply with a court order or regulatory authority) may take effect upon publication.

22.5 Version history. Kolva will maintain a dated version history and a record of previous versions of these Terms on its legal pages, and will record Customer's acceptance of each version in an immutable consent log that includes the cryptographic hash of the document presented.

22.6 Material adverse changes during an active paid Order. Material changes that materially and adversely reduce Customer's rights or increase Customer's obligations under an active paid Order will not apply until the start of the next renewal term, unless the change is required to comply with law, address security risk, reflect a third-party platform or sub-processor requirement, or maintain the integrity, confidentiality or availability of the Service. If a material adverse change applies during the current term and Customer objects within thirty (30) days of the effective date of the change, Customer may terminate the affected Order on written notice and shall be entitled to a pro-rata refund of prepaid unused fees for the affected Service from the effective date of the change. Termination under this Section 22.6 is Customer's sole and exclusive remedy for objections to material adverse changes.

23. Assignment

23.1 Customer. Customer shall not assign, delegate, novate or otherwise transfer these Terms or any rights or obligations under them, in whole or in part, without the prior written consent of Kolva, except that Customer may assign these Terms in their entirety to a successor in connection with a merger, acquisition, reorganisation or sale of substantially all of its assets, provided that (a) the successor is not a competitor of Kolva; (b) the successor agrees in writing to be bound by these Terms; and (c) Customer gives Kolva written notice of the assignment within thirty (30) days.

23.2 Kolva. Kolva may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, reorganisation, financing, corporate restructuring or sale of all or substantially all of its assets or business relating to the Service, without the consent of Customer.

23.3 Effect of non-compliant assignment. Any attempted assignment in breach of this Section 23 is void. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

24. Notices

24.1 Notices to Kolva. Legal notices to Kolva shall be sent in writing to legal@kolva.ai and, in parallel, by postal mail to Kolva's registered agent for service of process:

Talentee LLC
30 N Gould St, STE R, Sheridan, WY 82801
United States

Kolva will publish and maintain the current registered agent address on its legal pages. Notice is deemed received (a) when confirmed delivered by the recipient's mail server for email; or (b) when signed for or, if refused, on the date of refusal for postal mail.

24.2 Notices to Customer. Kolva may provide notices to Customer by (a) email to the primary administrative contact, billing contact or any other address provided by Customer; (b) in-app notification; (c) posting on the Customer's account dashboard; (d) posting on the Kolva website or status page; or (e) any other reasonable electronic means. Customer is responsible for keeping its contact details current.

24.3 Urgent security notices. Urgent security notices may be delivered by any commercially reasonable means (including SMS or voice call to administrative contacts) and shall be deemed received upon transmission.

25. Relationship of Parties

25.1 Independent contractors. Kolva and Customer are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, fiduciary or franchise relationship between the parties, and neither party has the authority to bind the other or to incur obligations on the other's behalf.

25.2 No third-party beneficiaries. These Terms are for the sole benefit of the parties and, to the extent applicable under Section 23, their permitted successors and assigns. Except as expressly set out in these Terms, no other person or entity has any rights under or in connection with these Terms.

25.3 No exclusivity. Nothing in these Terms prevents Kolva from providing the Service, or services similar to the Service, to any other customer, including competitors of Customer, subject always to Kolva's confidentiality obligations.

26. Confidentiality

26.1 Definition. "Confidential Information" means non-public business, technical, financial, security, product, roadmap, pricing, credential, customer or other sensitive information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with these Terms, whether disclosed orally, in writing, electronically or by inspection, and whether or not marked as confidential.

26.2 Protection. The Receiving Party shall (a) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; (b) use the Confidential Information only to perform its obligations or exercise its rights under these Terms; and (c) limit access to those of its personnel, contractors and advisers who need to know and who are bound by confidentiality obligations no less protective than those in this Section 26.

26.3 Exclusions. Confidentiality obligations do not apply to information that (a) is or becomes public through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is lawfully received from a third party without a confidentiality obligation.

26.4 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, court order or governmental authority, provided that, to the extent legally permitted, it gives the Disclosing Party prompt written notice and cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.

27. Public-Sector and High-Risk Use

27.1 Unless an Order expressly provides otherwise, the Service is not designed or certified for classified information, defence secrets, medical diagnosis, emergency services, life-critical systems, nuclear facility operations, aviation control, autonomous vehicles, or other safety-critical or high-risk systems where failure could result in death, personal injury, severe environmental damage or catastrophic financial loss.

27.2 Customer shall not use the Service in any such context unless a separately signed agreement expressly authorises it and allocates risk accordingly.

28. Headings and Interpretation

28.1 Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

28.2 Interpretation. References to "including" mean "including, without limitation". References to the singular include the plural and vice versa. References to days mean calendar days unless expressly stated otherwise. References to a statute or regulation include any amendment, re-enactment or replacement of it. The rule of contract interpretation known as contra proferentem shall not apply to these Terms; the parties acknowledge that these Terms are the result of negotiation between commercially sophisticated parties.

28.3 Language. These Terms are drafted in English. Any translation is provided for convenience only; in the event of any conflict between the English version and a translated version, the English version shall prevail, except where mandatory local law requires otherwise.

29. Kolva Agents and Connectors

29.1 Scope. This Section 29 supplements, and does not limit, Sections 2 (Description), 5 (Acceptable Use), 6 (Customer Data), 9 (Third-Party Integrations), 15 (Data Breach Notification), the DPA and the Security Policy. It applies to any Kolva-provided on-premise agent, desktop agent, connector, gateway, probe or lightweight component that is deployed in Customer's environment (on Customer infrastructure, endpoints, ERP host, accounting server, file share, laboratory system or similar) to discover metadata, read configured data from source systems, transform records, push selected data to Kolva, emit logs or diagnostics, or update itself (each, a "Kolva Agent").

29.2 Intended operations. A Kolva Agent may: (a) perform metadata discovery and schema, table, object, endpoint or folder probing; (b) execute configured data synchronisations in accordance with Customer's configuration; (c) transform, stage, buffer and push selected data outbound to Kolva's managed environment; (d) record technical logs, diagnostic telemetry, operational metrics and health signals; (e) receive and apply signed updates, configuration changes and policy updates published by Kolva; and (f) open outbound network connections to Kolva APIs where technically supported. Kolva Agents should not require inbound public network exposure in Customer's environment and should not be deployed in a configuration that would require such exposure, except as expressly documented for a given Kolva Agent or connector type.

29.3 Customer responsibilities. Customer remains responsible for: (a) granting least-privilege credentials, scopes, tokens, API keys, OAuth consents, database roles, file-system permissions and network access to each Kolva Agent, limited to the folders, schemas, tables, endpoints or objects actually needed to deliver the activated features; (b) selecting, reviewing and maintaining mappings, classifications, filters, exclusions and entity configurations; (c) rotating, revoking and replacing credentials as appropriate under Customer's security policy; (d) monitoring the local host, endpoint, virtual machine or container on which the Kolva Agent runs, and maintaining operating system, network, firewall, proxy, VPN and anti-malware controls in accordance with Customer's internal policies; (e) ensuring that the deployment of the Kolva Agent complies with Customer's internal policies, data classification rules, regulatory obligations and the terms of the applicable source systems (including ERP, database, payroll and cloud-service agreements); and (f) authorising the persons installing, configuring or maintaining Kolva Agents, in accordance with Sections 1.5 and 1.6.

29.4 Kolva responsibilities. Kolva will: (a) provide documentation describing each Kolva Agent's data scopes, configuration surface, network behaviour, logging behaviour and update mechanism; (b) use commercially reasonable efforts to sign released Kolva Agent artifacts and to ship updates through an authenticated channel; (c) treat logs, diagnostic telemetry and credentials received from Kolva Agents as Confidential Information; (d) apply access controls, audit logging and least-privilege principles to support access to secrets and to remote management surfaces, as further described in the DPA and the Security Policy; and (e) publish material changes to Kolva Agent scopes or collected telemetry in advance through documentation or release notes, subject to Section 22 (Amendment and Change Process).

29.5 Limitations of responsibility. Kolva is not responsible for: (a) data quality, completeness, accuracy, legality or classification in Customer's source systems; (b) incorrect or over-broad Customer-side mappings, filters, entity scopes, retention settings or permissions; (c) outages or degradations caused by Customer's VPN, firewall, proxy, DNS, certificate management, endpoint management, local host, anti-malware software, Windows/Mac/Linux configuration, container runtime or ERP vendor changes; (d) source-system rate limits, API throttling, licensing constraints or vendor end-user terms; or (e) decisions made by Customer's personnel in reliance on Kolva Agent output without appropriate human review. Availability commitments in the SLA apply to the Kolva-managed Service and do not apply to the Customer-side execution of a Kolva Agent except as expressly stated in writing.

29.6 Support access and secrets. Support access to credentials, tokens, agent setup tokens and other secrets held in or used by the Kolva-managed Service is governed by the DPA, the Security Policy and the configurable support-access controls exposed in the Service. Customer's administrator may enable, restrict, time-box, record or revoke such access, and Kolva will not bypass those controls except as required to comply with law, a valid regulatory order, or to address a confirmed security or availability incident.

29.7 Prohibited configurations. Customer shall not: (a) grant a Kolva Agent broader ERP, database, payroll, HR, banking or cloud-storage privileges than required to deliver the activated features; (b) deploy a Kolva Agent in a way that publishes inbound management interfaces to the public internet; (c) modify, repackage, redistribute, reverse engineer, sub-license or embed a Kolva Agent binary in a product or service provided to third parties, except as permitted by the Order; or (d) run a Kolva Agent in connection with a source system whose vendor terms expressly prohibit such access. Kolva may refuse to support, suspend or remotely disable Kolva Agents deployed in breach of this Section 29.7.

30. AI Governance

30.1 Purpose. AI-assisted features of the Service are intended to support human review and decision-making. This Section 30 sets out governance obligations that apply in addition to the AI-related provisions in Sections 5 (Acceptable Use), 7 (Intellectual Property), 10.4 (AI Outputs), 17 (Warranty Disclaimers) and the DPA.

30.2 Human oversight. Customer shall ensure that qualified personnel review AI outputs before relying on them in a way that has operational, commercial, financial, legal or safety consequences. Customer shall not use AI outputs as the sole basis for decisions producing legal or similarly significant effects, including decisions in the areas of employment, hiring, termination, compensation, credit, insurance, payroll, tax, lending, medical, safety, regulated financial advice or licensing. Customer is responsible for calibrating the level of human oversight to the context, severity and reversibility of the decision.

30.3 Deployer obligations. Customer is responsible for determining whether its use of the Service is subject to AI-specific laws, including any deployer, operator, user or controller obligations under the EU AI Act, U.S. state AI laws, NIST or similar frameworks, sectoral rules (including financial services, health, employment, education or public sector) and any applicable transparency, registration, impact assessment, logging, record-keeping, human-in-the-loop or risk-management requirements. Where Customer is subject to such obligations, Customer is solely responsible for meeting them in the relevant jurisdiction.

30.4 AI literacy and administration. Customer shall provide appropriate AI literacy and product training to users who operate AI-assisted features on its behalf, including guidance on reasonable review, escalation, contestability and limitations. Customer shall administer roles, permissions, prompt libraries, automation rules and autopilot workflows so that AI-assisted features are not used outside their intended scope.

30.5 Documentation and transparency. Kolva may publish documentation, model cards, feature notes, release notes, usage guidelines, confidence indicators or explanations for AI-assisted features. Customer shall treat such documentation as authoritative for purposes of informed use, and shall review it prior to activating or expanding AI-assisted features.

30.6 No unauthorised training on Customer Data. Kolva does not use Customer Data to train third-party foundation AI models, and does not share Customer Data with third-party model providers for the purpose of training their models, unless Customer expressly opts in in writing or a separate signed agreement authorises such use, as further described in the DPA. Outputs generated from Customer prompts and Customer Data are processed for the purpose of delivering the requested AI-assisted feature.

30.7 Prohibited AI use; right to suspend. Customer shall not use AI-assisted features (a) to generate unlawful, deceptive, defamatory, discriminatory, harassing, child-safety-adjacent, weapons-related or otherwise prohibited content; (b) to impersonate a regulated professional or to provide a service that is reserved to a licensed professional; (c) to make fully automated decisions producing legal or similarly significant effects in violation of applicable law; or (d) in any other manner prohibited by Section 5 (Acceptable Use) or applicable AI-specific law. Kolva may investigate, rate-limit, suspend or discontinue AI-assisted features that are being used in a manner that is inconsistent with this Section 30 or creates a significant legal, safety or reputational risk, with reasonable notice where operationally feasible.

30.8 No legal, medical or safety advice. AI-assisted features do not constitute legal, medical, tax, accounting, audit, payroll, safety, engineering, psychological or regulated financial advice. Customer shall not hold out AI outputs as such advice to third parties.

31. Contact Information

For questions about these Terms, Orders, legal notices, service policies or data-protection documents:

Legal inquiries: legal@kolva.ai
Privacy inquiries: privacy@kolva.ai
Security inquiries: security@kolva.ai
Data Protection Officer: dpo@kolva.ai
Postal address: Talentee LLC, c/o Registered Agent, 30 N Gould St, STE R, Sheridan, WY 82801, United States
Website: https://kolva.ai

These Terms are a business template maintained by Kolva for product and contracting purposes. They are provided for general informational purposes and do not constitute legal advice. Customers are encouraged to have the document reviewed by their own qualified legal counsel before accepting, particularly for regulated, financial, tax, employment, payroll, public-sector or other high-risk use cases.