This document (these "Terms of Use") governs access to and use of the OKO platform (the "Platform") owned and operated by Oko Labs, Inc., a Delaware corporation ("OKO").

By accessing or using the Platform, you ("User" or "you") agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not access or use the Platform.

‍1. GRANT AND SCOPE OF LICENSE

1.1 License Grant
‍Subject to the terms and conditions of these Terms of Use, OKO grants you a limited, non-transferable, non-exclusive, revocable, non-sublicensable right to access and use the Platform for educational purposes. The specific scope, duration, and limitations of your access will be defined in a separate Order Form or Service Agreement between you and OKO. OKO reserves all other rights.

‍1.2 License Restrictions
‍Except as expressly set out in these Terms of Use or in a separate agreement between you and OKO, you agree not to:
a. modify, alter, copy, duplicate, reproduce, distribute, publish, create derivative works or adaptions of, publicly display or in any way exploit the Platform in whole or in part, except as expressly authorized by OKO;
b. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
c. access all or any part of the Platform in order to build a competitive product or service;
d. use the Platform to provide services to third parties for any purpose other than those granted to you in Section 1.1; and
e. license, sell, rent, lease, transfer, assign, sublicense, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party.

‍1.3 Trademarks
‍"OKO," "Oko Labs" and all other names, phrases, logos, trademarks, and service marks displayed on the Platform (the "Marks") are proprietary trademarks of OKO or other third parties. Any use of the Marks without the express written permission of OKO is strictly prohibited.

‍2. PRIVACY AND DATA SECURITY
‍OKO agrees that it shall provide the Platform in accordance with the terms set forth in the attached Platform Privacy Policy (the "Privacy Policy"), which is incorporated by reference into these Terms of Use. The Privacy Policy describes how OKO collects, uses, and shares information when you use the Platform.

‍3. WARRANTY DISCLAIMER

3.1 NO WARRANTY
‍BY AGREEING TO THESE TERMS OF USE, YOU UNDERSTAND THAT THE PLATFORM IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. AS SUCH, YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK. OKO MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE PLATFORM, ITS SAFETY OR SECURITY, OR THE CONTENT CONTAINED THEREIN. ACCORDINGLY, OKO IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE PLATFORM'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES.

‍3.2 DISCLAIMER OF WARRANTIES
‍OKO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF OKO SHALL CREATE A REPRESENTATION OR WARRANTY. WITHOUT LIMITING THE FOREGOING, OKO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE PLATFORM AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICE, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICE, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PLATFORM OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) REGARDING THE USE OF THE PLATFORM AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICE, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PLATFORM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE PLATFORM IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

‍3.3 REMEDY
‍YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE PLATFORM, SUPPORT OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE PLATFORM.

‍4. LIMITATION OF LIABILITY
‍
4.1 Consequential Damages Waiver
‍To the fullest extent permitted by law, OKO shall not have any liability under or in connection with these Terms of Use for any indirect, incidental, consequential, special, exemplary or punitive damages, nor any liability for lost revenues or profits, loss of data, loss of business opportunity, or business interruption, regardless of the theory of liability (including theories of contractual liability, tort liability, or strict liability), even if OKO knew or should have known that those kinds of damages were possible.

‍4.2 Limitation of Liability
‍To the fullest extent permitted by law, OKO shall not be liable under any theory of liability, whether for breach of contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to any damages under these Terms of Use. You understand that your use of the Platform is at your own risk.

‍5. INTELLECTUAL PROPERTY
‍OKO shall own and retain all right, title, and interest in and to the Platform. All rights not expressly granted hereunder are reserved by OKO.

‍6. INDEMNIFICATION
‍You agree to indemnify, defend, and hold harmless OKO, and its respective officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively "Losses"), arising out of any third-party claim, suit, action of proceeding (a "Third-Party Claim") relating to your breach of these Terms of Use or violation of law.

‍7. COMPLIANCE WITH LAW
‍You represent and warrant that you will not violate any applicable laws or rights of any third party with respect to the performance or exercise of your rights under these Terms of Use.

‍8. MODIFICATIONS
‍OKO may modify these Terms of Use from time to time, and you will be notified of any material changes. Your use of the Platform after any changes have been posted will constitute your agreement to the modified Terms of Use. If you disagree with any changes to the terms of these Terms of Use, you must cease using the Platform.

‍9. TERMINATION
‍You may terminate these Terms of Use by providing written notice to OKO of such termination and ceasing use of the Platform. You understand and agree that OKO may discontinue or change the Platform, in whole or in part at any time, without notice to you. You also understand and agree that OKO may discontinue or restrict your use of the Platform without notice and without any liability to you.

‍10. FEEDBACK
‍As a user of the Platform, you may choose to provide OKO with ideas, suggestions, documents, or proposals ("Feedback") regarding how OKO can improve the Platform. By sending OKO Feedback, you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) OKO is under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) OKO may have something similar to the Feedback already under consideration or in development, and (iv) you grant OKO an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against OKO and its users any claims and assertions of any moral rights contained in such Feedback.

‍11. GOVERNING LAW; DISPUTE RESOLUTION
‍These Terms of Use shall be governed, construed, and enforced in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. The parties agree that any claim, complaint, or dispute arising out of or based upon these Terms of Use, or the transactions contemplated hereby, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA"). If the parties are unable to agree upon an arbitrator, one shall be appointed by the AAA in accordance with its rules. Each party shall be responsible for its own costs and expenses in connection with conducting such arbitration. Any such arbitration shall be conducted in New York County, New York. Each party acknowledges and agrees that any controversy which may arise under these Terms of Use is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms of Use or the transactions contemplated hereby.

‍12. SUPPORT; COMMUNICATIONS
‍If you wish to contact OKO in writing, or if any condition in these Terms of Use requires you to give OKO notice in writing, you must send such notice to OKO by email at legal@okolabs.ai. All communications and notices must be in the English language.

‍13. MISCELLANEOUS

13.1 Entire Agreement
‍These Terms of Use and any documents referred to in them, constitute the whole agreement between you and OKO and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

‍13.2 Conflict
‍In the event of any inconsistency or conflict (direct or indirect) between these Terms of Use and any information provided on the Platform, these Terms of Use shall control, notwithstanding anything to the contrary in such other information.

‍13.3 Independent Contractors
‍You and OKO are and shall remain independent contractors. Nothing herein shall be deemed to create an agency, partnership, or joint venture or to establish the relationship of employer and employee between you and OKO. Neither party is authorized to enter into or commit the other party to any agreements, nor shall neither party represent itself as the agent or legal representative of the other party.

‍13.4 Assignment
‍You may not assign these Terms of Use and any rights or obligations hereunder without OKO's prior written consent, whether by operation of law or otherwise. Any other purported assignment shall be void.

‍13.5 Waiver
‍No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms of Use, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

‍13.6 Severability
‍If any of the terms under these Terms of Use are found to be invalid, illegal or unenforceable then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable.

‍13.7 Electronic Execution
‍The words "execution," "signed," "signature," and words of similar import shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable Law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.), the Electronic Signatures and Records Act of 1999 (NY State Technology Law §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act.

Last Updated: Mar 5, 2025