1. DEFINITIONS

"Authorized User" means any individual authorized by the Customer to access and use the Services under the Customer’s account, subject to the terms and conditions of this Agreement.

"Brands" means, collectively, Nexus Agent Systems, Stratos Digital, ScanPlate.io, CleanBase.io, and any other trade names, product names, or service names under which the Company operates or may operate in the future.

"Chatbot" means any conversational artificial intelligence interface, virtual assistant, virtual employee, or automated messaging system provided by the Company as part of the Services, including but not limited to AI Restaurant Manager agents, AI Cleaning Company Manager agents, and any current or future agent configurations.

"Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Custom Development Services" means bespoke software development, engineering, integration, and related technical services performed by the Company for the Customer pursuant to a Statement of Work or separate written agreement.

"Deliverables" means any work product, code, documentation, designs, configurations, reports, or other materials created by the Company in the course of performing Custom Development Services or Consulting Services for the Customer.

"Enterprise Services" means the premium, fully managed AI deployment services offered under the Nexus Agent Systems brand, including but not limited to custom-configured AI voice agents, workflow automation, and dedicated consulting engagements, typically ranging from $50,000 to $150,000 or more in annual contract value.

"Faith-Based Organization" or "FBO" means any church, synagogue, mosque, religious nonprofit, or other organization organized and operated for religious or charitable purposes, including but not limited to organizations recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code. For purposes of this Agreement, FBO Services are limited to commercial operations (such as commercial kitchen food sales) and do not encompass religious, ministerial, or worship activities.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, trade dress, domain names, and any other intellectual property or proprietary rights recognized under the laws of any jurisdiction worldwide.

"Nexus Agent Systems" means the premium consulting and AI agency brand operated by the Company, offering enterprise-level AI workforce deployment including industry-specific AI agent configurations for restaurant, cleaning, faith-based, and other vertical markets.

"Platform Services" means the self-serve web-based SaaS applications offered under the Stratos Digital brand, including ScanPlate.io (for restaurants) and CleanBase.io (for cleaning companies), providing lighter-touch AI tools and workflow automation on a subscription basis.

"SaaS Platform" means any cloud-hosted software application or platform made available by the Company on a subscription basis via the internet, including but not limited to ScanPlate.io and CleanBase.io.

"Service Tier Addendum" means the supplemental agreement that specifies the pricing tiers, feature sets, usage caps, overage billing terms, and add-on services applicable to each Brand and product offering.

"Services" means, collectively, the Enterprise Services, Platform Services, SaaS Platforms, Custom Development Services, Consulting Services, Chatbot and AI voice agent interfaces, websites, documentation, support, and all related offerings provided by the Company under any Brand.

"Statement of Work" or "SOW" means a written document executed by both parties that describes specific services, including scope, deliverables, timelines, milestones, fees, and acceptance criteria.

"Stratos Digital" means the high-volume digital services brand operated by the Company, offering template-based AI solutions and SaaS platforms (ScanPlate.io and CleanBase.io) to small businesses at accessible price points.

"Supplemental Agreement" means any additional agreement, addendum, exhibit, or schedule that supplements or modifies the terms of this Agreement with respect to specific services, customer types, or verticals, including but not limited to the Service Tier Addendum and the Faith-Based Organization Service Agreement.

"User Data" means any data, content, files, information, or materials uploaded, submitted, transmitted, or stored by or on behalf of the Customer or its Authorized Users through the Services.

2. ACCEPTANCE OF TERMS

2.1 Agreement to Terms

By accessing, browsing, or using any portion of the Services, or by clicking “I Agree,” “Accept,” or any similar mechanism, you represent and warrant that you have the legal authority and capacity to enter into this Agreement on behalf of yourself and, if applicable, the entity you represent. If you are entering into this Agreement on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms.

2.2 Modifications

We reserve the right to modify, update, or amend these Terms at any time in our sole discretion. Changes will become effective upon posting the revised Terms to our website(s) with an updated “Effective Date.” Your continued use of the Services after any modification constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically. If you do not agree to any modification, your sole remedy is to discontinue use of the Services.

2.3 Supplemental Terms

Certain Services may be subject to additional terms, policies, or agreements (“Supplemental Terms”), including but not limited to the Service Tier Addendum, Faith-Based Organization Service Agreement, Statements of Work, Service Level Agreements, Acceptable Use Policies, Data Processing Agreements, and Privacy Policies. Such Supplemental Terms are incorporated by reference into this Agreement. In the event of a conflict between these Terms and any Supplemental Terms, the Supplemental Terms shall control with respect to the applicable Service.

2.4 Multi-Brand Application

These Terms apply uniformly across all Brands operated by KMB Solutions LLC. Whether you access Services through nexusagentsystems.com, scanplate.io, cleanbase.io, or any future domain or platform operated by the Company, these Terms govern your use. Brand-specific terms, pricing, and service levels are addressed in the applicable Service Tier Addendum or Supplemental Agreement.

3. DESCRIPTION OF SERVICES

3.1 Enterprise Services (Nexus Agent Systems)

The Company provides premium, fully managed AI workforce deployment services under the Nexus Agent Systems brand. Enterprise Services include, but are not limited to: custom-configured AI voice agents tailored to specific industry verticals (including restaurant management, cleaning company operations, and faith-based ministry configurations), multi-channel communication automation (voice, SMS, email, chat), workflow orchestration, CRM integration, analytics and reporting dashboards, and dedicated consulting and strategy engagements. Enterprise Services are delivered pursuant to individually negotiated Statements of Work.

3.2 Platform Services (Stratos Digital)

The Company provides self-serve SaaS platforms under the Stratos Digital brand, including ScanPlate.io (for restaurants) and CleanBase.io (for cleaning companies). Platform Services provide template-based AI tools, automated workflows, and digital business management capabilities on a subscription basis. Platform Services are designed as lighter-touch entry points that may be upgraded to Enterprise Services.

3.3 Custom Development Services

The Company offers bespoke software development, engineering, systems integration, API development, database design, user interface and user experience design, and related technical services. All Custom Development Services shall be governed by a mutually executed Statement of Work, which shall define the scope, deliverables, milestones, timeline, acceptance criteria, and compensation.

3.4 Consulting Services

The Company provides technology consulting, AI strategy advisory, digital transformation consulting, project management, business process optimization, systems architecture review, and related professional services. Consulting Services shall be performed in accordance with a Statement of Work or other written agreement between the parties.

3.5 AI Voice Agent and Chatbot Services

The Company provides AI voice agents, Chatbot interfaces, and conversational AI technologies as part of the Services. These include inbound and outbound voice capabilities, SMS messaging, website chat widgets, and multi-language communication systems. Users acknowledge that interactions with AI agents, including all text inputs, voice inputs, commands, queries, and responses, are processed by automated systems utilizing third-party AI infrastructure and may be supplemented by human review as described in Section 10 of this Agreement.

3.6 Telephony and Communication Services

Certain Services include telephony capabilities provided through third-party carriers. The Company is not a telecommunications carrier and does not guarantee the availability, quality, or reliability of underlying telecommunications infrastructure. Telephone numbers assigned to Customer accounts remain the property of the Company and its telephony providers. Customers do not acquire ownership rights in any telephone numbers provisioned as part of the Services.

3.7 Third-Party Services and AI Infrastructure

The Services incorporate and depend upon third-party technologies, platforms, and services, including but not limited to AI model providers (such as ElevenLabs, Anthropic, and OpenAI), telephony providers (such as Telnyx), payment processors (such as Stripe), workflow orchestration platforms, and cloud infrastructure providers. These third-party providers may process Customer data solely for the purpose of delivering the Services.

The Company maintains a list of authorized sub-processors that may process Personal Data in connection with the Services. This list may be updated from time to time and is available upon request or through the Company’s published Sub-Processor List. Customer agrees that the Company may engage such sub-processors in accordance with applicable data protection obligations.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation

To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate, current, and complete.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to accept responsibility for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or any other breach of security.

4.3 Account Suspension

The Company reserves the right to suspend or terminate your account at any time if we reasonably believe that your account has been compromised or is being used in violation of these Terms.

4.4 Credential Sharing

You may not share account credentials with unauthorized third parties, create multiple accounts for the purpose of circumventing account limitations, or use another person’s account without express permission.

5. FEES, PAYMENT, BILLING, AND TAXES

5.1 Fee Structure

Fees for the Services shall be as set forth in the applicable Order Form, Statement of Work, Service Tier Addendum, subscription agreement, or as published on the Company’s website(s). All fees are quoted in United States Dollars unless otherwise specified.

5.2 Subscription Billing

Subscription fees for Platform Services are billed in advance on a monthly or annual basis, as selected by the Customer. Enterprise Services fees may be billed on a time-and-materials, fixed-fee, milestone-based, or other basis as specified in the applicable SOW or Service Tier Addendum.

5.3 Metered and Overage Billing

Certain Services include usage-based components subject to soft-cap overage billing. When a Customer exceeds the usage allocation included in their service tier (including but not limited to voice minutes, SMS messages, API calls, or AI processing units), the Company may bill overage charges at the rates specified in the applicable Service Tier Addendum. Overage billing is processed through Stripe metered billing or such other billing mechanism as the Company may designate. The Company shall provide reasonable notice to Customers approaching their usage caps.

5.4 Non-Refundable Fees

All fees are non-refundable except as expressly provided in a written refund policy, Supplemental Agreement, or as required by applicable law. The Company reserves the right to modify its pricing at any time; provided, however, that any price increases for existing subscription customers shall take effect at the beginning of the next renewal term, and the Company shall provide at least thirty (30) days’ written notice of such increase.

5.5 Late Payment

Payment is due within thirty (30) days of the date of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer shall be responsible for all costs of collection, including reasonable attorneys’ fees.

5.6 Taxes

All fees are exclusive of applicable taxes, levies, duties, and governmental assessments. Customer shall be responsible for all sales, use, excise, value-added, withholding, and other taxes and governmental charges associated with the Services, excluding taxes based solely on the Company’s net income.

5.7 Customer Financing

The Company may offer third-party financing options (including but not limited to buy-now-pay-later arrangements) for setup fees or service packages. Such financing is provided by independent third-party lenders and is subject to the terms and conditions of those lenders. The Company makes no representations or warranties regarding the availability, terms, or approval of third-party financing.

6. LICENSE GRANTS AND RESTRICTIONS

6.1 SaaS and Platform License

Subject to your compliance with these Terms and timely payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the applicable SaaS Platform(s) during the applicable subscription term solely for your internal business purposes.

6.2 Enterprise License

For Enterprise Services, the scope of the license shall be as specified in the applicable Statement of Work. Unless otherwise stated, Enterprise Service licenses are limited, non-exclusive, non-transferable, and granted solely for the Customer’s internal business purposes during the term of the applicable SOW.

6.3 Restrictions

You shall not, and shall not permit any third party to:

(a) Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services, Software, or any component thereof, except to the extent expressly permitted by applicable law notwithstanding this limitation;

(b) License, sublicense, sell, resell, transfer, assign, distribute, lease, rent, or otherwise make the Services or Software available to any third party, except as expressly permitted herein;

(c) Use the Services or Software for any unlawful purpose, or in any manner that violates any applicable federal, state, or local law or regulation;

(d) Access or use the Services or Software to build a competitive product or service, or to benchmark the Services or Software against a competitive product or service;

(e) Interfere with, disrupt, damage, or access in an unauthorized manner the servers, networks, systems, or data of the Company or any third party;

(f) Introduce any virus, worm, Trojan horse, ransomware, or other malicious code into the Services;

(g) Use any automated system, including robots, crawlers, scrapers, or spiders, to access the Services in a manner that sends more requests than a human could reasonably produce in the same period;

(h) Remove, alter, or obscure any proprietary notices, labels, or markings on the Services or Software;

(i) Circumvent, disable, or otherwise interfere with any security-related features of the Services;

(j) Use AI-generated voice, text, or other outputs to impersonate real persons without authorization, create deceptive synthetic media (including deepfakes), conduct fraud, or mislead individuals into believing they are communicating with a human where disclosure of automated systems is required by law.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Company IP

The Company retains all right, title, and interest in and to the Services, all Brands, the SaaS Platforms, all underlying technology, algorithms, source code, object code, databases, data structures, documentation, trade secrets, know-how, processes, methods, user interfaces, designs, logos, trademarks (including “Nexus Agent Systems,” “Stratos Digital,” “ScanPlate,” “CleanBase,” and all current and future product and agent trade names and marks), AI model configurations, voice agent personas, and all related Intellectual Property (collectively, “Company IP”). Nothing in this Agreement shall be construed to transfer any ownership of Company IP to the Customer.

7.2 Custom Development IP

Unless otherwise expressly agreed in a Statement of Work, all Intellectual Property rights in Deliverables created by the Company in the performance of Custom Development Services shall be owned by the Company. Upon full payment of all applicable fees, the Company grants the Customer a perpetual, non-exclusive, non-transferable, worldwide license to use, reproduce, and modify such Deliverables solely for the Customer’s internal business purposes.

7.3 Pre-Existing IP

Each party shall retain all right, title, and interest in its pre-existing Intellectual Property. To the extent that any Company pre-existing IP is incorporated into a Deliverable, the Company grants the Customer a non-exclusive, non-transferable license to use such pre-existing IP solely as part of and in connection with the Deliverable.

7.4 Customer Data Ownership

As between the parties, the Customer retains all right, title, and interest in and to the User Data. The Customer grants the Company a limited, non-exclusive, worldwide, royalty-free license to process User Data solely as necessary to provide the Services, comply with legal obligations, enforce these Terms, and maintain system security.

7.5 AI Training Data

The Company shall not use Customer-specific User Data to train general-purpose AI models without the Customer’s prior written consent. The Company may use aggregated, de-identified, or anonymized data derived from User Data for purposes of improving the Services, developing new features, conducting research, and generating analytics, provided that such data cannot reasonably be used to identify any individual or the Customer.

7.6 Feedback

If the Customer provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), the Company shall own all right, title, and interest in and to such Feedback and may use it for any purpose without restriction, obligation, or compensation to the Customer.

8. CONFIDENTIALITY

8.1 Non-Disclosure

Each party (“Receiving Party”) agrees that it shall not disclose, publish, or disseminate Confidential Information of the other party (“Disclosing Party”) to any third party, and shall use such Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement.

8.2 Standard of Care

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

8.3 Exceptions

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party’s possession without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.

8.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order; provided that the Receiving Party shall, to the extent permitted by law, provide prompt written notice to the Disclosing Party and shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

8.5 Survival

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of three (3) years; provided, however, that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

9. DATA PRIVACY AND SECURITY

9.1 Privacy Policy

The Company shall process User Data in accordance with its Privacy Policy, which is incorporated by reference into this Agreement. The Privacy Policy is available on the Company’s website at www.nexusagentsystems.com/privacy and may be updated from time to time.

9.2 Security Measures

The Company implements and maintains commercially reasonable administrative, technical, and physical safeguards designed to protect User Data from unauthorized access, disclosure, alteration, or destruction. Such safeguards may include, as appropriate:

• encryption of data in transit using industry-standard protocols;
• role-based access controls and authentication safeguards;
• secure credential and secrets management;
• infrastructure monitoring and logging;
• distributed denial-of-service (DDoS) protection and firewall safeguards;
• system monitoring designed to detect unauthorized access or misuse.

Security measures are periodically reviewed and updated to address evolving threats and technological developments.

9.3 Data Breach Notification

In the event of a data breach affecting User Data, the Company shall notify the Customer without unreasonable delay and in accordance with applicable data breach notification laws, including but not limited to the Delaware Computer Security Breaches Act (6 Del. C. § 12B-100 et seq.) and the Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-101 et seq.).

9.4 Customer Compliance

The Customer is solely responsible for ensuring that its use of the Services, and its collection, processing, storage, and transmission of User Data through the Services, complies with all applicable privacy and data protection laws and regulations, including but not limited to the California Consumer Privacy Act (“CCPA”), the General Data Protection Regulation (“GDPR”) (if applicable), the Delaware Online Privacy and Protection Act, and any other applicable federal, state, or international privacy laws.

9.5 Data Localization

User Data is stored and processed in the United States. By using the Services, Customer consents to the processing of User Data within the United States. The Company does not currently maintain data processing facilities outside the United States.

9.6 Data Processing Agreement

Where the Services involve the processing of Personal Data on behalf of the Customer, the parties may enter into a Data Processing Addendum (“DPA”) that governs the Company’s processing of Personal Data as a processor acting on behalf of the Customer.

The DPA describes the roles of the parties, security safeguards, sub-processor engagement, cross-border data transfers, and related data protection obligations. The DPA is incorporated by reference into these Terms where applicable.

10. RECORDING, MONITORING, AND SURVEILLANCE OF COMMUNICATIONS

IMPORTANT NOTICE: BY USING THE SERVICES, INCLUDING BUT NOT LIMITED TO OUR AI VOICE AGENTS, CHATBOT INTERFACES, LIVE CHAT FEATURES, VOICE-ENABLED TOOLS, AND CONVERSATIONAL AI SYSTEMS, YOU EXPRESSLY ACKNOWLEDGE AND CONSENT TO THE RECORDING, MONITORING, STORAGE, ANALYSIS, AND REVIEW OF ALL COMMUNICATIONS AS DESCRIBED IN THIS SECTION.

10.1 Scope of Recording and Monitoring

All interactions with the Company’s Services, including but not limited to AI voice agent conversations, Chatbot conversations, live chat sessions, voice communications, text inputs, SMS messages, typed messages, commands, queries, uploads, and any other form of communication submitted through the Services (collectively, “User Communications”), may be recorded, captured, logged, stored, and monitored by the Company. This includes all voice communications and audio recordings submitted through AI voice agents, telephony integrations, or any other audio capture mechanisms; all text, messages, and data submitted into any interface; and all metadata associated with User Communications, including timestamps, session identifiers, IP addresses, device information, and usage patterns.

10.2 Purposes

The Company records and monitors User Communications for the following purposes: (a) quality assurance and continuous improvement; (b) customer service evaluation, training, and enhancement; (c) training, testing, and improvement of AI systems (subject to the restrictions in Section 7.5); (d) compliance with applicable laws; (e) detection and prevention of fraud, abuse, and security incidents; (f) dispute resolution and enforcement of these Terms; (g) performance analytics and product development; and (h) any other lawful business purpose.

10.3 Human and AI Review

User Communications may be reviewed, processed, analyzed, and evaluated by both human personnel (including Company employees, contractors, and authorized agents) and artificial intelligence or automated systems. Human review may occur in real time or after the fact for the purposes described in Section 10.2.

10.4 Consent

BY USING THE SERVICES, YOU HEREBY PROVIDE YOUR EXPRESS, INFORMED, AND AFFIRMATIVE CONSENT TO THE RECORDING, MONITORING, STORAGE, ANALYSIS, AND REVIEW OF ALL USER COMMUNICATIONS BY BOTH HUMAN PERSONNEL AND ARTIFICIAL INTELLIGENCE SYSTEMS AS DESCRIBED IN THIS SECTION. IF YOU DO NOT CONSENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.

10.5 Retention

Recorded User Communications may be retained for as long as reasonably necessary to fulfill the purposes described herein, comply with legal obligations, resolve disputes, and enforce the Company’s agreements. The Company’s default retention periods are: audio recordings may be disabled at the Customer’s request; transcripts are retained for ninety (90) days unless a longer period is required by law or agreed in writing.

10.6 Compliance

The Company’s recording and monitoring practices are designed to comply with applicable federal and state laws, including but not limited to the Electronic Communications Privacy Act (18 U.S.C. §§ 2510–2522), the Stored Communications Act (18 U.S.C. §§ 2701–2712), the Telephone Consumer Protection Act (47 U.S.C. § 227), applicable 10DLC messaging regulations, and applicable state laws governing electronic surveillance and communications monitoring.

10.7 Customer Responsibilities for Communication Compliance

Customers are solely responsible for ensuring that their use of telephony, messaging, and AI voice agent features complies with applicable telecommunications and consumer protection laws, including but not limited to the Telephone Consumer Protection Act (TCPA), applicable robocalling regulations, messaging consent requirements, and state laws governing call recording and electronic communications monitoring.

Where call recording functionality is enabled, Customers are responsible for ensuring that legally sufficient notice and consent are provided to call participants as required by applicable law.

11. AI-SPECIFIC TERMS AND DISCLOSURES

11.1 Nature of AI Services

The Company’s AI voice agents and chatbots are automated systems powered by artificial intelligence. They are not human employees. While marketed as “Virtual Employees,” AI agents are software systems and do not establish an employment relationship of any kind. Customer acknowledges that AI-generated outputs may contain errors, inaccuracies, or hallucinations, and should not be relied upon as professional, legal, financial, medical, or expert advice.

11.2 AI Transparency

The Company shall provide clear disclosure to end users that they are communicating with an AI system, not a human being. Customer agrees to maintain such disclosures and shall not configure or represent AI agents in a manner that would mislead end users into believing they are communicating with a human.

11.3 Third-Party AI Model Terms

The Company utilizes third-party artificial intelligence and voice synthesis technologies, including but not limited to ElevenLabs, Anthropic, and OpenAI, to power certain Services.

Customer inputs and communications may be transmitted to such providers solely for the purpose of generating responses or performing automated service functions. The Company’s use of such providers is governed by commercial licensing arrangements designed to protect Customer data. The Company does not use Customer-specific data to train general-purpose AI models without the Customer’s prior written consent, except where such processing is necessary to provide the Services or prevent abuse.

11.4 AI Governance and Compliance

The Company is committed to responsible AI development and deployment. The Company monitors evolving AI regulations including, but not limited to, the Colorado Artificial Intelligence Act, the California AI Transparency Act (SB 942), the EU AI Act (to the extent applicable), and any future federal AI legislation. The Company reserves the right to modify AI features, capabilities, or configurations to maintain compliance with applicable law.

11.5 Multilingual AI Services

Certain AI voice agents and chatbots are available in multiple languages as add-on services. Multilingual capabilities are subject to the limitations of underlying AI models and voice synthesis technologies. The Company does not warrant perfect accuracy of translations or multilingual interactions. Transcription of non-English interactions to English is provided as a convenience and may contain errors.

12. WARRANTIES AND DISCLAIMERS

12.1 Company Warranty

The Company warrants that: (a) it has the legal right and authority to enter into this Agreement and to provide the Services; (b) the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) the Services, when used in accordance with the documentation, shall materially conform to the applicable specifications during the subscription term or warranty period.

12.2 Customer Warranties

The Customer warrants that: (a) it has the legal right and authority to enter into this Agreement; (b) all User Data provided to the Company is accurate and the Customer has all necessary rights and consents to provide such data; (c) the Customer’s use of the Services shall comply with all applicable laws and regulations; and (d) the Customer shall ensure that end-user interactions with AI agents comply with applicable consumer protection laws.

12.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, COMPATIBILITY, SECURITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED THROUGH AI-GENERATED RESPONSES.

13. LIMITATION OF LIABILITY

13.1 EXCLUSION OF CONSEQUENTIAL DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 CAP ON LIABILITY

THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

13.3 AI-Specific Liability Limitations

Without limiting the foregoing, the Company shall not be liable for any damages, losses, or costs arising from: (a) reliance on information, recommendations, or responses generated by AI voice agents, Chatbots, or other automated systems; (b) errors in AI-generated transcriptions, translations, or summaries; (c) decisions made by the Customer or its end users based on AI-generated outputs; or (d) service interruptions caused by third-party AI infrastructure providers.

14. INDEMNIFICATION

14.1 Customer Indemnification

The Customer shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Customer’s use of the Services in violation of these Terms; (b) the Customer’s User Data; (c) the Customer’s violation of any applicable law or third-party right; (d) any unauthorized access to the Services through the Customer’s account; or (e) the Customer’s failure to provide required disclosures to end users regarding AI-generated communications.

14.2 Procedure

The Company shall promptly notify the Customer of any claim subject to indemnification, shall cooperate with the Customer in the defense of such claim, and shall not settle any such claim without the Customer’s prior written consent (such consent not to be unreasonably withheld).

15. TERM AND TERMINATION

15.1 Term

This Agreement shall commence on the date you first access or use the Services and shall continue until terminated in accordance with this Section.

15.2 Subscription Term

The initial subscription term for Platform Services shall be as specified in the applicable Order Form or Service Tier Addendum. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the subscription shall automatically renew for successive periods of the same duration at the then-current pricing.

15.3 Termination for Convenience

Either party may terminate this Agreement or any SOW for convenience upon thirty (30) days’ prior written notice to the other party, subject to any minimum commitment periods or early termination fees specified in the applicable Order Form, SOW, or Service Tier Addendum.

15.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, receivership, or similar proceeding; or (c) ceases to do business in the ordinary course.

15.5 Effect of Termination

Upon termination or expiration of this Agreement: (a) all licenses and rights granted hereunder shall immediately terminate; (b) the Customer shall immediately cease all use of the Services; (c) the Customer shall pay all outstanding fees through the effective date of termination; (d) each party shall return or destroy all Confidential Information of the other party; (e) the Company shall make the Customer’s User Data available for retrieval for a period of thirty (30) days following termination, after which the Company may delete such data without liability; and (f) any telephone numbers provisioned for the Customer’s account shall be deactivated and returned to the Company’s number pool.

15.6 Survival

The following provisions shall survive termination or expiration of this Agreement: Sections 1, 5 (as to amounts accrued), 6.3, 7, 8, 10, 11, 12, 13, 14, 16, 17, 18, and 19, and any other provisions that by their nature should survive.

16. DISPUTE RESOLUTION

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

16.2 Informal Resolution

Prior to initiating any formal dispute resolution proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of at least thirty (30) days after the aggrieved party provides written notice describing the nature and basis of the dispute.

16.3 Binding Arbitration

If the parties are unable to resolve a dispute through informal negotiation, such dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.4 CLASS ACTION WAIVER

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION AGAINST THE OTHER PARTY. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS.

16.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property rights or Confidential Information, without the requirement of posting bond.

16.6 Exclusive Jurisdiction

For any matters not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.

17. ACCEPTABLE USE POLICY

You agree not to use the Services in any manner that: (a) violates any applicable law or regulation; (b) infringes any third-party rights; (c) transmits harmful, defamatory, obscene, or objectionable content; (d) introduces malware or harmful code; (e) attempts unauthorized access to the Services or connected systems; (f) could damage, disable, overburden, or impair the Services; (g) sends unsolicited communications or spam; (h) engages in money laundering, terrorist financing, or financial crime; (i) impersonates any person or entity; (j) uses AI features to generate illegal, harmful, or misleading content; (k) uses AI voice agents to conduct robocalling or other activities prohibited by the Telephone Consumer Protection Act; or (l) violates the acceptable use policies of any third-party AI or telephony providers incorporated into the Services.

18. SERVICE LEVEL AND UPTIME

18.1 Uptime Target

The Company shall use commercially reasonable efforts to maintain the availability of the Services. In the absence of a separate Service Level Agreement, the Company shall endeavor to maintain an uptime of ninety-nine percent (99%) measured on a monthly basis, excluding scheduled maintenance windows and force majeure events.

18.2 Maintenance

The Company reserves the right to perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without prior notice when necessary to preserve the security, integrity, or availability of the Services.

18.3 Third-Party Dependencies

The Company shall not be liable for interruptions caused by internet connectivity issues, telecommunications failures, third-party service provider outages (including AI model providers and telephony carriers), or other events beyond the Company’s reasonable control.

19. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure results from causes beyond the affected party’s reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil unrest, government actions or orders, embargoes, sanctions, labor disputes, strikes, fire, flood, earthquake, hurricane, power outages, internet or telecommunications failures, cyberattacks, AI model provider outages or policy changes, and failures of third-party service providers.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement, together with all Supplemental Terms, Service Tier Addendums, Faith-Based Organization Service Agreements, SOWs, Order Forms, and policies incorporated by reference (including the Privacy Policy), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written, oral, or implied.

20.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

20.3 Waiver

No failure or delay by either party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.

20.4 Assignment

The Customer may not assign this Agreement without the prior written consent of the Company. The Company may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

20.5 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship.

20.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier; or (d) three (3) business days after deposit in the United States mail, certified or registered, return receipt requested.

20.7 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns.

20.8 Electronic Signatures

The parties agree that electronic signatures, including click-through acceptance, shall have the same force and effect as original signatures pursuant to the Uniform Electronic Transactions Act and the federal ESIGN Act.

20.9 Export Compliance

The Customer shall comply with all applicable United States export control and economic sanctions laws and regulations, including the Export Administration Regulations (EAR) and regulations administered by the Office of Foreign Assets Control (OFAC).

20.10 Government End Users

If the Customer is a United States Government entity, the Services are provided as “commercial items” as defined in the Federal Acquisition Regulation (FAR) and DFARS, and the Government’s rights are limited to those set forth in these Terms.

20.11 Veteran-Owned Business

KMB Solutions LLC is a veteran-owned business. Nothing in these Terms creates any preferential rights or obligations based on the Company’s veteran status, which is referenced for informational purposes only.

21. CONTACT INFORMATION

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

KMB Solutions LLC

d/b/a Nexus Agent Systems | Stratos Digital

State of Incorporation: Delaware

Email: [email protected]

Website (s): www.nexusagentsystems.com; www.stratosdigital.ai

BY ACCESSING OR USING THE SERVICES PROVIDED BY KMB SOLUTIONS LLC, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN THEIR ENTIRETY, INCLUDING BUT NOT LIMITED TO THE PROVISIONS REGARDING RECORDING AND MONITORING OF COMMUNICATIONS (SECTION 10), AI-SPECIFIC TERMS (SECTION 11), BINDING ARBITRATION (SECTION 16.3), CLASS ACTION WAIVER (SECTION 16.4), LIMITATION OF LIABILITY (SECTION 13), AND DISCLAIMER OF WARRANTIES (SECTION 12.3).

© 2026 KMB Solutions LLC. All Rights Reserved.

Organized under the laws of the State of Delaware.