These Terms of Use (the “Agreement”) govern the relationship between you (“User,” “you,” or “your”) and Koah Labs Inc., a Delaware corporation (“Koah,” “we,” or “our”). This Agreement applies to your use of the Services (as defined below). If your principal place of business is in the United States of America or its territories, you have entered into this Agreement with Koah Labs Inc.
Please read this Agreement and our Privacy Policy carefully before using the Services. By accessing the Koah platform, currently located at www.koahlabs.com and on other pages (the “Platform”), or registering, enabling, or using any of the Services (as defined in Section 1 below), you become a User and agree to be bound by this Agreement. If you do not agree to this Agreement, you must not use (or you must stop using) the Platform or the Services. Your access to and use of the Platform or the Services may also be subject to additional terms or agreements between us and you.
If you are entering into this Agreement on behalf of a company or other entity, you represent that you have proper authorization to enter into this Agreement for that company or entity, and you expressly confirm that the company or entity agrees to be bound by this Agreement. In such cases, "you" refers to the third party or parties jointly and severally. If you are entering into this Agreement as an individual, you represent that you are of legal age in your jurisdiction (18 or older) and have the legal capacity to enter into and be bound by this Agreement.
The Platform, the Services, and the Software are subject to United States export controls. You may not use the Platform or the Services if United States law or other applicable law prohibits you from receiving products—including services or the Software—from the United States. Any registration or use of the Platform or Services in prohibited jurisdictions will be void.
1. The Services; Changes to the Services or this Agreement
Koah operates a suite of tools that helps developers and businesses monetize their digital properties through advertising. These tools enable ad placement across mobile apps and websites, and help distribute customers' apps and services to end users through AI-powered technologies and Software (collectively, the "Services"). Koah may offer additional services or revise existing ones at its discretion, with this Agreement applying to all such services. As explained below, Koah reserves the right to stop offering any Services and to immediately suspend or terminate your access to them.
Updates or Changes to the Platform or the Services—We may periodically update, improve, enhance, test, and develop the Platform or the Services (including bug fixes, security patches, new software modules, and new versions). These changes may affect your or end users' experience. We reserve the right to add or remove features of the Platform or Services at any time, and we may modify, suspend, restrict, terminate, or discontinue the Platform or Services (or any portion of them). We may also suspend, restrict, delete, or remove access to the Platform, Services, or your account at any time.
Notifications and Messages from the Platform or the Services — We may send you notifications or messages about the Platform, the Services, and the Software. By using the Services, you consent to receive these messages from us, our affiliates, and providers.
Changes to this Agreement—We may modify or update this Agreement. When we do, we will post the revised Agreement, which typically becomes effective 30 days after posting. We may also notify you directly via email and/or through the Platform or the Services. By continuing to use the Platform, the Services, or the Software after these changes become effective, you agree to be bound by the revised Agreement. If you do not agree to the revised Agreement, you must stop using the Platform, the Services, and the Software.
Retention — By creating a business account, you agree that your account and related data will be retained for the required periods under applicable law.
2. Your Use of the Platform and the Services
Advertisers’ Use of the Platform and the Services—Advertisers, media buyers, ad agencies, or merchants, or other providers of advertisements (collectively, “Advertisers” or an “Advertiser”) may provide content, including text links, banners, videos, artwork, and graphics (“Advertisements”), and Koah may collect content, including text links, videos, artwork, and other files, for display on any Property.
You hereby grant Koah a perpetual, irrevocable, sublicensable, non-exclusive, worldwide, and royalty-free right and license to copy, adapt, reproduce, distribute, display, publicly perform, and otherwise use Advertisements and other content—including any intellectual property rights contained in these materials—for the purpose of providing the Services, including serving the Advertisements and distributing Advertisers' platforms, products, or services to end users. Additionally, you grant Koah a perpetual, irrevocable, sublicensable, non-exclusive, worldwide, and royalty-free right and license to use and retain data collected from you to improve the Services, including our AI-powered technologies and Software..
Publishers’ Use of the Platform and the Services—Developers and other businesses (collectively, “Publishers” or a “Publisher”) may list digital properties, including mobile applications, websites, and other platforms or services (each a “Property,” and collectively “Properties”), and make them available for Advertisements (as defined above).
If you use the Services as a Publisher, you may not generate, engage in, authorize, or encourage any third party to generate or engage in invalid activity, invalid traffic, fraudulent impressions, or fraudulent clicks on any Advertisement (as defined above). Koah will determine what constitutes valid impressions, clicks, requests, valid traffic, and valid activity. Your payments as a Publisher may be withheld or adjusted if you engage in any actual or suspected violation of this Agreement.
You hereby grant Koah all necessary rights and permissions to: (a) use your Property's or Properties' intellectual property rights provided during the Services to fulfill Koah's obligations; (b) access, index, store, and cache requests made from Property or Properties to the Services, including through automated means; and (c) access your Property or Properties to provide the Services, including placing or displaying Advertisements. Additionally, you grant Koah a perpetual, irrevocable, sublicensable, non-exclusive, worldwide, and royalty-free right and license to use and retain data collected from you to improve the Platform and the Services, including our AI-powered technologies and Software.
Eligibility to Use the Platform and the Services — You agree to use the Platform and the Services in accordance with this Agreement and all applicable laws and regulations, including United States export controls. You may not use the Platform, the Services, or the Software if you, your affiliates, or to your knowledge, any director, officer, manager, or employee of such entities: (i) are prohibited from receiving U.S. products, services, or software (for example, if you reside in a U.S.-embargoed country) or are subject to governmental sanctions; (ii) cannot comply with this Agreement under your local laws; or (iii) have previously been suspended from the Services.
Your Access to and Use of Our Software — You may access software development kits (SDKs), application programming interfaces (APIs), pixels, integrations, documentation, tools, assemblies, libraries, scripts, object code, sample source code, and similar developer materials that Koah makes available specifically for accessing and using the Platform and the Services (the "Software"). This Agreement governs your use of Koah-owned Software, which is provided solely for accessing and using the Platform and the Services.
Third-Party SDKs or Other Software Integrations — When you use third-party SDKs, APIs, pixels, connections, or similar software with the Services, those integrations are governed by their respective agreements. We are not responsible for any aspect of these third-party integrations, including their ad serving or data processing functions. You and your third-party providers must comply with all applicable laws and regulations—including those related to privacy and data protection, age restrictions, labeling requirements, disclaimers, advertising guidelines, and similar requirements.
3. Our Retained Proprietary Rights; Restrictions on Your Use
Except for the limited license granted in this Agreement, we and our licensors retain all legal right, title, and interest in the Platform and Services. This includes all intellectual property associated with the Platform and Services, the technologies and Software used to provide them, advertisements created by Koah ("Koah Ads"), any improvements or derivative products or services, and all other aspects of the Platform and Services. We reserve all rights not expressly granted to you.
Restrictions on Your Access and Use — You may only access or use the Platform or the Services as explicitly permitted by this Agreement. You may not modify, create derivative works from, decompile, reverse engineer, disassemble, or attempt to extract source code from the Platform or the Services (or any part of them). Additionally, you may not:
(a) copy, distribute, rent, lease, lend, sublicense, transfer or make the Platform or the Services available to any third party;
(b) attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms;
(c) modify, remove, or obscure any proprietary notices or legends;
(d) sell, assign, license, disclose, or otherwise transfer or make available the Platform, Services, copies thereof, or any derived information to third parties; or
(e) remove or alter any proprietary notices or marks.
This Agreement does not grant you or any other party any right, title, or interest in the Platform or Services, any content therein (including Koah Ads), or in our or our licensors' trademarks, logos, and other intellectual property. We reserve all rights not expressly granted to you.
Our Use of Your Feedback — If you make suggestions about any features, functionality, or performance that Koah adopts for its products or services, those suggestions—including all features, functionality, and performance—automatically become Koah's sole and exclusive property under this Agreement.
4. Data Privacy and Data Sharing
Data Processing Agreement — When Personal Data (as defined under applicable data protection laws) is shared under this Agreement, its processing will be governed by the terms set forth here.
Data Sharing Representations and Warranties — You represent and warrant, as applicable, that:
You will comply with all applicable laws, rules, and regulations regarding the collection, use, and sharing of information about end users who interact with the Services.
You will maintain a clearly labeled, easily accessible privacy policy that complies with all applicable laws. This policy must provide end users with clear information about SDKs, cookies, device-specific information, location information, and other information stored on, accessed on, or collected from their devices in connection with the Services.
You will obtain end user consent (where required by law) for Koah to store and access cookies, device-specific information, location information, and other information on the end user's device in connection with the Services. Upon Koah's request, you must provide written evidence of such consent, including the consent date and language presented to the end user.
You will secure all necessary rights, permissions, and consents required under applicable laws to disclose Personal Data to Koah for purposes consistent with this Agreement, including Service improvements.
You will implement, maintain, and operate on your properties: (i) a mechanism for obtaining end user consent, and (ii) a mechanism to honor end users' data subject rights (including opt-out of sale for interest-based advertising, deletion, access, and other rights) in accordance with applicable data protection laws.
Koah Privacy Policy — Our Privacy Policy explains how we collect, use, disclose, share, and otherwise process information and material you provide. By accessing and using the Platform or the Services, you confirm that you have reviewed and acknowledge the terms of the Privacy Policy.
5. Prohibition on Children Data and Using the Services for Children or Apps Exclusively Targeted to Children
As a Publisher or Advertiser, you may not provide Koah with children's data or enable such data to be provided through third parties. You may not initialize or use the Koah SDK or any aspect of the Services in connection with end users who qualify as "children" under applicable laws. Note that different jurisdictions define "child" differently, and these definitions may change over time. You are solely responsible for: (1) determining whether an end user of your Property or Advertisement qualifies as a "child" under applicable laws, and (2) ensuring you do not use the Koah SDK or any Services in connection with users who qualify as children under applicable laws.
Additionally, you acknowledge and agree that you will not use the Services with any Property or Advertisement exclusively designed for or directed to children (as defined by applicable laws), or with any Property or Advertisement that could be subject to the Children's Online Privacy Protection Act of 1998 (15 U.S.C. 6501, et seq.) ("COPPA"), similar laws in other jurisdictions, or applicable app store policies. You are solely responsible for ensuring that all Properties and Advertisements comply with age-related laws and app store policies, including COPPA and similar laws in other jurisdictions.
As explained above and in the Privacy Policy, children may not use the Services, you may not initialize or use any Koah SDK in any way or otherwise use any aspect of the Services in connection with a child, and kOah does not knowingly collect personal information from children or serve advertisements to children.
If you believe we have served an advertisement to a child, possess personal information about a child, suspect a User's content is exclusively designed for or directed to children, or believe someone is knowingly sharing children's personal information with us, please contact us at team@koahlabs.com.
6. Fees and Payments
a. Fees from Advertisers’ Use of the Services
Invoices to Advertisers — Koah will provide you with access to an online reporting system for your use of the Services. Koah will invoice you for Advertisements based solely on the data in this reporting system. Unless otherwise specified, payments are due within 30 days of the invoice date in U.S. Dollars, regardless of your primary place of business.
Past Due Accounts — If your payment method fails or any account becomes past due, Koah may collect past due amounts through any available means, including offsetting them against payments owed to you as a Publisher or under other agreements, referring the balance to collections, or pursuing other collection methods. You agree to pay all associated expenses, including reasonable attorneys' fees, court costs, and collection fees, plus interest on past due amounts at 1% per month or the lawful maximum, whichever is less.
b. Payments to Publishers
Payments to Publishers — For purposes of your use of the Services, Koah will provide you with access to an online reporting system. You acknowledge and understand that Koah will pay you monthly earnings for valid impressions filled by Koah, calculated exclusively based on Koah's accounting and reporting system data, subject to the minimum payment threshold (communicated through the Services). Koah will calculate your payments based on valid clicks registered on your Property and their associated pricing, as determined by Koah.
Invalid Activity — Koah will determine, at its sole discretion, what constitutes valid impressions, clicks, requests, traffic, and activity for payment calculations. Invalid activity includes:(i) spam, invalid impressions, or invalid clicks on Advertisements generated by any person, bot, automated program, or similar device—including clicks or impressions from your IP addresses, computers under your control, or similar self-click schemes;(ii) clicks or impressions generated through monetary payment or false representation;(iii) clicks or impressions mixed with a significant amount of activity described in (i) and (ii) above; or(iv) any breach of this Agreement.
Net Revenue — "Net Revenue" means revenues Koah actually receives from Advertisements displayed on your Property, minus: Taxes (as defined below), agency commissions, buyer fees, carrier/partner fees, and any allowances for returns, cash discounts, or promotional allowances. This excludes indirect revenues that Koah may charge third parties for services like consulting, planning, targeting, copywriting, site building, account management, or technical modifications. Your portion of Net Revenue will typically be calculated on the first Monday of each month, at which time revenues that accrued to your account 30 or more days earlier become eligible for payment.
Subject to the foregoing and the minimum applicable payment threshold, Koah will pay your monthly earnings based on the payment details in your Koah account. You acknowledge and confirm that you are the beneficial owner of the bank account(s) listed in your payment details. Depending on these details, you may be responsible for bank fees associated with payment transfers from your Koah account. To ensure proper payment, you are solely responsible for maintaining accurate contact and payment information in your account.
Our Right to Withhold, Adjust, or Offset Payments — We reserve the right to withhold, adjust, or offset payments to you if: you owe any amounts to Koah under this or other agreements; advertisers receive refunds or credits; invalid activity occurs; or you violate (or are suspected of violating) this Agreement. All such determinations are at Koah's sole discretion.
Payments from Other Networks — Your monthly earnings for impressions filled through the Services by other networks, as may be reflected in Koah’s online reporting system, will be paid in accordance with the policies and practices of those other networks.
c. Miscellaneous Provisions
Taxes — You will pay all direct or indirect local, state, federal, or foreign taxes, levies (including any equalization levy), duties, or similar governmental assessments ("Taxes") related to your use of the Platform, Services, or Software, including any Taxes Koah must legally charge. Koah's fees do not include Taxes, and you agree to pay all applicable Taxes imposed by any taxing authority. You shall pay the full amount owed to Koah, including all invoiced Taxes, without deduction. If you provide Koah with an acceptable tax exemption certificate, Koah will not charge the Taxes covered by that certificate. When a Publisher supplies Property to Koah subject to Taxes, the Publisher must remit those Taxes to the proper authorities. For Singapore GST purposes, Publisher agrees to GST self-billing and will remit all GST output tax to the proper authorities as shown on each Koah self-billed invoice. Publishers must provide their GST registration number upon request.
Changes to Fees or Charges — Koah reserves the right to change its fees, institute new charges at any time with prior notice, and invoice for fees or make payments for earnings through any of our affiliates.
7. Confidentiality Obligations
Koah Confidential Information — "Koah Confidential Information" includes: (a) all Software, technology, and documentation relating to the Platform and the Services, and any other non-public technical or business information; (b) the existence of, and information about, beta features in the Services; (c) the terms of any order with Koah, pricing information related to the Services, and any statistics provided by Koah concerning your use of the Platform and the Services; and (d) any other information made available to you by Koah that is either marked as confidential or would reasonably be considered confidential given its nature or the circumstances. Koah Confidential Information does not include information that: (i) you knew prior to using the Services or Platform, (ii) becomes public through no fault of yours or breach of this Agreement, (iii) you independently developed without using Koah Confidential Information, or (iv) you rightfully obtained from a third party without restrictions on use or disclosure.
Use and Disclosure Restrictions — You may only use Koah Confidential Information as permitted under this Agreement or other governing terms and policies. You must obtain our prior written consent before disclosing any Koah Confidential Information. Without our prior written consent, you may not post, copy, modify, transmit, disclose, publicly display, create derivative works from, distribute, commercially use, or reproduce: (i) Koah Confidential Information or (ii) copyrighted material, trademarks, or other proprietary information accessible through the Platform or the Services. You may disclose Koah Confidential Information only in these cases: (a) in response to a court order or other lawful process, after first giving Koah advance notice of such required disclosure; and (b) on a confidential, as-needed basis to your legal or financial advisors.
8. Report Advertisements, Properties, or Content; Trademark & DMCA Policy
Report Properties, Advertisements, or Content — If you believe someone has violated this Agreement, misused the Platform or Services, used the Services for inappropriate or unlawful Properties, Advertisements, or content, or engaged in other concerning activity, please email your concerns to team@koahlabs.com.
Trademark & DMCA/Copyright Policy — We respect the intellectual property rights of others and expect you to do the same. We respond to notices of alleged trademark or copyright infringement in accordance with the US Digital Millennium Copyright Act and similar laws. If we determine you may be a "repeat infringer," we reserve the right to terminate your access to the Platform and Services at any time without notice.
9. Warranty Disclaimers and Limitation of Our Liability
Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain liabilities. In those jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by law.
Warranty Disclaimers — You access and use the Platform, the Services, and the Software at your own risk. We provide the Platform, the Services, and the Software "as is" and "as available," and explicitly disclaim all warranties to the full extent permitted by applicable law.
We make no representations or warranties, express or implied, regarding the Platform, the Services, the Software, the Advertisements, Properties, or any content made available through the Services. We may suspend, withdraw, or restrict the availability of any part of the Platform, the Services, or the Software (including "beta" features or tools) at any time for any reason.
You expressly agree that your use of the Platform, the Services, and the Software is at your sole risk. To the full extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement, availability, and any warranties arising from course of dealing or usage of trade. No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty not expressly stated in this Agreement.
We do not warrant that the Platform, the Services, or the Software will meet your requirements, be uninterrupted, secure, or error-free (including free from viruses or harmful components), that defects will be corrected, or that you won't experience connectivity or technical issues.
We make no warranty about the quality, accuracy, or appropriateness of any Advertisement, Property, or content available through the Platform or Services. You acknowledge that Koah has no control over or responsibility for any content submitted or published by advertisers (including Advertisements) or content published on any Property.
YOU ACCESS AND USE THE PLATFORM, THE SERVICES, AND THE SOFTWARE AT YOUR SOLE RISK. WE EXPLICITLY DISCLAIM ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE PLATFORM, THE SERVICES, AND THE SOFTWARE.
Limitation of Our Liability and Cap on Damages — To the full extent permissible by law, you acknowledge and agree that neither we nor any other party involved in creating or delivering the Platform, the Services, or the Software (including our affiliates, corporate parents, advertisers, and distribution partners) will be liable:
For any personal injury or indirect, incidental, punitive, special, exemplary, consequential, liquidated, or punitive damages—including lost profits, loss of data or goodwill, service interruption, computer damage, system failure, or the cost of substitute services—under any theory in any applicable jurisdiction (including warranty, contract, and tort or negligence) arising from this Agreement or your use of, access to, or inability to use or access the Platform, the Services, or the Software, even if we have been advised of the possibility of such damages; or
For the conduct of any third parties, including other users of the Platform, the Services, or the Software, or operators of external platforms, websites, or resources, and end users.
THE RISK OF USING THE PLATFORM, THE SERVICES, AND THE SOFTWARE RESTS ENTIRELY WITH YOU, AS DOES THE RISK OF ANY FORM OF INJURY FROM THE SERVICES OR THE CONDUCT OF THIRD PARTIES.
In addition, to the full extent permissible by law, the aggregate liability of us (and any other party involved in creating, producing, or delivering the Platform, the Services, or the Software, including our affiliates and corporate parents) to you arising from this Agreement, your relationship with us, or your use of or access to the Platform, the Services, and the Software will not exceed the lesser of: (a) ten thousand U.S. dollars (US$10,000) or (b) the total amount paid or payable to you or by you in the three-month period immediately before you first assert any claim. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation. If no amount has been paid or become payable to you or by you in the three-month period immediately before you first assert any claim, our total liability in any form of action whatsoever will be limited to twenty U.S. dollars (US$20).
10. Your Indemnification of Us
You will indemnify and hold harmless Koah, its officers, managers, directors, employees, affiliates, and subsidiaries—and each of their respective legal representatives, successors, and assigns—(and, at Koah's request, defend Koah) against all claims, demands, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising from: (a) your use of the Platform or Services, (b) your violation of any term of this Agreement, including your representations and warranties, (c) your violation of any third-party rights, or (d) your violation of any applicable laws, rules, or regulations, including those concerning privacy and data protection.
At Koah's option, you will assume control of the defense, though Koah retains the right to take over the defense at any time. You may not enter into any settlement covered by this indemnification clause without Koah's prior written consent. If Koah assumes control of the defense, you agree to cooperate fully.
11. Ending Your Relationship with the Services (and vice versa)
Termination by Us — We may suspend or terminate this Agreement, your account(s), or your access to and use of the Platform, the Services, and the Software (or any portion of them) at any time, for any reason, without notice or explanation. We also reserve the right to remove your account information or data from the Platform, the Services, the Software, and any other records at any time, for any reason, without notice or explanation.
Termination by You — You may terminate this Agreement at any time by following the instructions on the Platform or in other documentation, or by sending a notice of cancellation to team@koahlabs.com.
Survival and Effect of Termination — Upon suspension or termination of this Agreement, your account(s), or your access to the Platform, the Services, and the Software, your right to use them will immediately cease. You must promptly remove all Software and pay any amounts owed to Koah pursuant to the applicable invoices. All provisions of this Agreement which by their nature should survive will remain in effect, including confidentiality provisions, fees and payments, indemnification, warranty disclaimers, limitations of our liability, and dispute resolution provisions.
12. Your Representations and Warranties to Koah
Representations and Warranties by Publishers — As a Publisher using the Platform, Services, or Software, you represent and warrant that: (i) you either own each Property you use with the Services or have legal authority to act on the Property owner's behalf under this Agreement; (ii) you have all necessary rights, power, and authority to enter into and perform this Agreement; (iii) you will control, collect, and transfer all data you supply or disclose to Koah through the Platform, Services, or Software in compliance with applicable data protection laws; (iv) all data you supply or disclose to Koah includes all necessary rights, licenses, consents, and permissions for Koah to receive, use, share, and transfer such data as outlined in this Agreement.
Additionally, you represent and warrant that each of your Properties and any material displayed on those Properties: (a) comply with all applicable laws, statutes, ordinances, and regulations, including consumer protection, commerce, advertising, and product laws; (b) do not and have not breached any third-party rights, including intellectual property rights, rights of publicity or privacy, or rights, duties, or obligations under consumer protection, commerce, product liability, advertising, tort, or contract theories.
Representations and Warranties by Advertisers — As an Advertiser using the Platform, Services, or Software, you represent and warrant that: (i) you own each Advertisement you designate in connection with the Services or have legal authority to act on behalf of the Advertisement owner under this Agreement; (ii) you have all necessary rights, power, and authority to enter into and perform this Agreement; (iii) you will control, collect, and transfer all data supplied or disclosed to Koah in accordance with applicable data protection laws and regulations; (iv) all data you supply or disclose to Koah includes all necessary rights, licenses, consents, and permissions for Koah to receive, use, share, and transfer such data as set forth in this Agreement.
Additionally, you represent and warrant that each of your Advertisements and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances, and regulations, including consumer protection, commerce, advertising, and product laws; (b) do not and have not breached any third-party rights, including intellectual property rights, rights of publicity or privacy, or rights, duties, or obligations under consumer protection, commerce, product liability, advertising, tort, or contract theories; (c) are free from viruses and other contaminants of any nature.
Compliance with Anti-Bribery and Anti-Corruption Laws — Publishers and Advertisers represent and warrant that they will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the U.K. Bribery Act 2010, and laws of similar effect in any applicable jurisdiction. You will maintain adequate internal controls and procedures and take other steps to ensure compliance with all applicable anti-bribery and anti-corruption laws and agree to provide reasonable support to us in the event of any investigation related to your compliance.
13. Governing Law and Venue for Legal Disputes Not Subject to Arbitration
This Agreement, and all claims or defenses based on, arising out of, or related to this Agreement or the relationship of the Parties under this Agreement, including those arising from or related to the negotiation, execution, performance, or breach of this Agreement, shall be governed by, and enforced in accordance with, the internal laws of the State of California, without reference to its choice of law rules or any principle calling for application of the law of any other jurisdiction.
Except as provided below, any disputes not subject to the Agreement to Arbitration set forth in this Agreement shall be heard only in the state or federal courts located in Santa Clara County, California, unless we mutually agree to some other location. Each of us consents to venue and personal jurisdiction in Santa Clara County, California, for purposes of any such action.
14. Miscellaneous Provisions
No Waiver — Our failure to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver must be in writing and signed by our duly authorized representative. Unless expressly stated in this Agreement, either party's exercise of any remedies under this Agreement will not prejudice its other available remedies.
Severability — If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, while the remaining provisions will remain in full force and effect.
Construction — For contract interpretation purposes, the Parties agree that this Agreement's terms should not be strictly construed against either Party.
Time Limitation on Claims — Any claim arising from this Agreement or your relationship with us must be filed within one (1) year after the claim arose. Claims filed after this period will be permanently barred as untimely.
Our Right of Assignment or Delegation — You may not assign or transfer this Agreement without our prior written consent, whether by operation of law or otherwise. We may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and benefit the parties, their successors, and permitted assigns.
Force Majeure — Koah will not be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control. Such events include acts of God, fire, flood, lightning, pandemic, compliance with laws or governmental orders, war, revolution, terrorism, riots, civil commotion, strikes, lockouts, industrial action, or failures in power, fuel, communication, transport, equipment, raw materials, or other essential supplies or services. If applicable, performance deadlines will be extended accordingly.