Terms of Service

1. Definitions

In these Terms of Service ("Terms"), the following definitions apply:

• "Komo", "we", "us", or "our" refers to Komo Systems, the company that operates the Komo platform
• "Platform" means the Komo cloud-based ETRM software accessible at app.komosystems.com, including all features, modules, APIs, and related documentation
• "Services" means the Platform, the marketing site at komosystems.com, and any support, consulting, or professional services we provide
• "Customer" means the organization that subscribes to the Platform
• "User" or "you" means any individual authorized by a Customer to access the Platform
• "Customer Data" means all data, including deals, positions, cargo operations, market prices, invoices, and other business content that the Customer or its Users enter, upload, or generate within the Platform
• "Subscription" means the Customer's paid access to the Platform under these Terms
• "Order Form" means the online subscription page, quote, or agreement specifying the number of Users, pricing, and billing terms

2. Acceptance of Terms

By accessing or using the Services, creating an account, or clicking "I agree" during registration, you confirm that you have read, understood, and agree to be bound by these Terms. If you are accepting on behalf of an organization, you represent that you have the authority to bind that organization.

If you do not agree to these Terms, you must not access or use the Services. We may update these Terms from time to time. We will notify you of material changes by posting the revised Terms on this page and updating the "Last updated" date. For significant changes, we will provide notice via email or in-platform notification at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms.

3. Eligibility

The Services are intended for business use by organizations engaged in commodity trading and related activities. You must be at least 16 years of age and legally capable of entering into binding contracts to use the Services. Komo is not directed at consumers or individuals acting outside the scope of their professional activity.

4. Account Registration and Security

To access the Platform, you must create an account with accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account, whether or not you authorized them
• Promptly notifying us at contact@komosystems.com of any unauthorized use or security breach
• Ensuring that all Users within your organization comply with these Terms

Customer administrators are responsible for managing User access, including provisioning, deactivating, and assigning appropriate roles and permissions within the Platform.

5. License Grant and Restrictions

License

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the Subscription term for your internal business purposes only. This license is limited to the number of Users specified in your Order Form.

Restrictions

You agree not to:

• Copy, modify, adapt, translate, or create derivative works of the Platform or any part thereof
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform
• Sublicense, resell, rent, lease, or distribute the Platform or access thereto to any third party
• Share login credentials or allow access by anyone other than authorized Users
• Use the Platform to build a competing product or service, or for benchmarking purposes without our prior written consent
• Circumvent, disable, or interfere with any security features, access controls, or usage limits
• Introduce malware, viruses, or any harmful code into the Platform
• Use automated scripts, bots, scrapers, or similar tools to access the Platform, except through our published APIs
• Use the Platform in violation of any applicable law, regulation, or sanctions program

6. Acceptable Use

You agree to use the Services in compliance with all applicable laws and regulations and in a manner consistent with the intended purpose of the Platform. You shall not:

• Upload or transmit content that is unlawful, fraudulent, defamatory, or that infringes any third-party rights
• Attempt to probe, scan, or test the vulnerability of the Platform or breach any security measures
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Interfere with or disrupt the integrity or performance of the Platform
• Use the Platform to store or transmit content that violates export control laws or sanctions regulations
• Use artificial intelligence tools or automated systems to interact with the Platform in ways that violate these Terms

We reserve the right to suspend or terminate your access if we reasonably determine that your use violates these Terms, without liability and without prejudice to any other remedy available to us.

7. Fees and Payment

Subscription fees

Access to the Platform is provided on a per-User, per-month subscription basis. Current pricing is published on our website and may be specified in your Order Form. All fees are quoted in the currency stated on your Order Form and are exclusive of applicable taxes, duties, and levies.

Billing and payment

Fees are billed in advance on a monthly or annual basis, depending on your selected billing cycle. Payment is due upon invoice and must be made via the payment methods accepted on the Platform. If payment fails or is overdue by more than 15 days, we may suspend access to the Platform until the outstanding balance is settled.

Price changes

We may adjust pricing upon at least 60 days' written notice before your next renewal period. If you do not agree with a price change, you may cancel your Subscription before the new pricing takes effect.

Taxes

You are responsible for all applicable taxes (including VAT, GST, and sales tax) arising from your use of the Services, unless you provide a valid exemption certificate. Komo will charge applicable taxes where required by law.

Refunds

Fees are non-refundable except where required by applicable law or as expressly stated in your Order Form. If you cancel mid-cycle, your access continues until the end of the paid period.

8. Term and Termination

Subscription term

Your Subscription begins on the date you subscribe and continues for the initial term specified in your Order Form. Unless either party provides written notice of non-renewal at least 30 days before the end of the current term, the Subscription will automatically renew for successive periods of the same duration.

Termination for convenience

You may cancel your Subscription at any time through the Platform's account settings or by contacting us. Cancellation takes effect at the end of the current billing period. No refund is provided for partial periods.

Termination for cause

Either party may terminate the Subscription immediately upon written notice if the other party:

• Commits a material breach of these Terms and fails to cure it within 30 days of receiving written notice
• Becomes insolvent, enters liquidation, or has a receiver or administrator appointed
• Ceases to carry on business or substantially all of its business

We may also suspend or terminate your access immediately without notice if your use poses a security risk, may harm other customers, or violates applicable law.

Effect of termination

Upon termination, your right to access the Platform ceases immediately. We will make your Customer Data available for export for 30 days following termination. After this period, we will delete your Customer Data from our systems, except where retention is required by law. Sections that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, and governing law) will remain in effect.

9. Intellectual Property

Komo's intellectual property

The Platform, including its software, algorithms, user interface, design, documentation, and all related intellectual property rights, is and remains the exclusive property of Komo Systems. Nothing in these Terms transfers any ownership of intellectual property to you. All rights not expressly granted herein are reserved.

Customer Data ownership

You retain all rights, title, and interest in your Customer Data. By using the Platform, you grant us a limited license to host, process, display, and transmit your Customer Data solely to the extent necessary to provide the Services. We will not access your Customer Data except to provide the Services, prevent or address technical issues, or as required by law.

Feedback

If you provide suggestions, feature requests, or other feedback about the Platform, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback into our products and services without obligation to you.

Aggregated data

We may generate anonymized, aggregated statistical data derived from your use of the Platform (such as usage patterns, feature adoption, and performance metrics). This aggregated data does not identify you or your organization and may be used by us for any purpose, including improving our products and benchmarking.

10. Data Protection and Security

We take the security of your data seriously. Our data handling practices are described in our Privacy Policy, which forms part of these Terms.

• Data processing — for Customer Data containing personal information, we act as a data processor on your behalf. A Data Processing Agreement (DPA) is available upon request
• Security measures — we implement industry-standard technical and organizational measures, including encryption in transit and at rest, role-based access controls, regular security assessments, and incident response procedures
• Data isolation — each Customer's data is logically isolated from other Customers' data
• Sub-processors — we may engage third-party sub-processors to assist in providing the Services. A current list of sub-processors is available upon request, and we will notify you of any changes
• Breach notification — in the event of a data breach affecting your Customer Data, we will notify you without undue delay and no later than 72 hours after becoming aware of the breach

11. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information includes, without limitation, Customer Data, business plans, pricing, technical specifications, and security practices.

The receiving party shall not disclose Confidential Information to any third party except to employees, contractors, or agents who need access to perform obligations under these Terms and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives reasonable prior notice where legally permitted.

Both parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages may be insufficient, and the disclosing party shall be entitled to seek injunctive or equitable relief in addition to any other available remedies.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS
• WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA, CALCULATIONS, OR RESULTS PRODUCED BY THE PLATFORM

No financial or trading advice

The Platform is a tool for managing commodity trading operations. Komo does not provide financial, investment, trading, legal, tax, or accounting advice. Valuations, P&L calculations, exposure matrices, and other outputs produced by the Platform are based on data you supply and the models configured within the system. You are solely responsible for verifying the accuracy of inputs and outputs and for all trading and business decisions made using the Platform. Komo accepts no liability for losses arising from decisions based on Platform outputs.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• EXCLUDED DAMAGES — IN NO EVENT SHALL KOMO, ITS AFFILIATES, DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
• LIABILITY CAP — KOMO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO KOMO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM
• TRADING RISK — YOU ACKNOWLEDGE THAT COMMODITY TRADING INVOLVES INHERENT RISKS. KOMO IS NOT RESPONSIBLE FOR ANY TRADING LOSSES, MARKET MOVEMENTS, COUNTERPARTY DEFAULTS, OR ADVERSE OUTCOMES THAT MAY RESULT FROM YOUR USE OF OR RELIANCE ON THE PLATFORM

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited.

14. Indemnification

Your indemnification obligations

You agree to indemnify, defend, and hold harmless Komo and its affiliates, officers, directors, and employees from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms; (b) your use of the Services in violation of applicable law; (c) Customer Data that infringes the rights of a third party; or (d) unauthorized access to the Platform resulting from your failure to safeguard your account credentials.

IP infringement indemnity

Komo will defend you against any third-party claim alleging that the Platform infringes a valid patent, copyright, or trademark, and will indemnify you against damages finally awarded or settlements approved by us, provided you: (a) promptly notify us of the claim; (b) grant us sole control of the defense and settlement; and (c) provide reasonable cooperation. If the Platform is found or believed to infringe, we may, at our option, modify the Platform, obtain a license, or terminate your Subscription and refund prepaid fees for the unused portion.

15. Service Availability and Support

Availability

We use commercially reasonable efforts to maintain the availability of the Platform. However, the Platform may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our reasonable control. We will provide reasonable advance notice of planned maintenance where practicable.

Support

We provide support in accordance with our current support policy. Support channels, response times, and scope may vary depending on your Subscription tier. We reserve the right to decline support requests arising from unauthorized modifications, third-party software incompatibilities, or use of the Platform outside its intended scope.

Modifications to the Platform

We may update, modify, or discontinue features of the Platform at any time. We will use reasonable efforts to notify you of changes that materially reduce the functionality of the Platform. If a change materially and adversely affects your use, you may terminate your Subscription by providing written notice within 30 days of the change.

16. Export Control and Sanctions

You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive sanctions by the United States, European Union, United Kingdom, or United Nations. You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations (EAR), EU dual-use regulations, and sanctions administered by the U.S. Office of Foreign Assets Control (OFAC) and equivalent bodies.

You shall not use the Services to store, process, or transmit data in violation of any applicable trade sanctions, export controls, or anti-money laundering regulations.

17. Governing Law and Dispute Resolution

Governing law

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

Dispute resolution

The parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. If a dispute is not resolved within 30 days, either party may submit it to the exclusive jurisdiction of the courts of England and Wales. Nothing in this section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction.

EU and UK consumers

If you are located in the European Union or the United Kingdom, nothing in these Terms affects any mandatory consumer protection rights you may have under the laws of your country of residence.

18. General Provisions

• Entire agreement — these Terms, together with the Privacy Policy, any Order Form, and any Data Processing Agreement, constitute the entire agreement between you and Komo and supersede all prior agreements, understandings, and representations
• Severability — if any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect
• Waiver — no failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A single or partial exercise of any right does not preclude further exercise of that right or any other right
• Assignment — you may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, upon notice to you
• Force majeure — neither party shall be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, internet disruptions, or third-party service failures
• Notices — notices to Komo must be sent to contact@komosystems.com. Notices to you will be sent to the email address associated with your account. Notices are deemed received on the day sent if by email
• No third-party beneficiaries — these Terms do not create any rights for any person or entity that is not a party to them