Okairo Terms and Conditions

Okairo LLC · Flower Mound, Texas

Effective: November 2, 2026 · Version 2026-11-02.1

Support, cancellation and legal notices: support@okairo.ai

1 Agreement and scope

These Terms govern access to and use of Okairo's purchase-order and supplier-coordination software, websites, and related services expressly provided under these Terms (the Service). The agreement is between Okairo LLC (Okairo, we, us) and the business accepting these Terms (Customer, you).

You accept these Terms by affirmatively agreeing through an acceptance mechanism presented with them or signing an order form that incorporates them. Merely receiving a supplier email or visiting a link does not constitute acceptance on behalf of a Customer. An individual accepting for a business represents that they have authority to bind that business. The Service is intended for business use by persons at least 18 years old, not personal consumer use.

An accepted order form or checkout confirmation (Order) specifies the purchased plan, charges, term, limits and any agreed special provisions. An Order controls an express conflict with these Terms only for that Order. A signed data processing addendum controls conflicts concerning its personal-data subject matter. Customer purchase-order boilerplate does not modify this agreement unless expressly accepted in writing by an authorized Okairo representative.

2 Service access and limitations

During the applicable access period, Okairo grants you a limited, nonexclusive, nontransferable right to use the Service for your internal business operations within your Order and permitted user roles. You are responsible for account administration, authorized users, accurate registration information, and protecting login credentials and access-bearing links. Notify us promptly of suspected unauthorized access.

Only features made available to your account are included. Descriptions of roadmaps, prototypes, planned integrations or future capabilities are not commitments to deliver them. No uptime guarantee, support response time, certification or service-level credit applies unless expressly agreed in a separate written service-level agreement. Support is available through support@okairo.ai; availability and response times are not guaranteed by these Terms.

The Service helps organize information and communications. Okairo is not a buyer, seller, supplier, carrier, insurer or party to your purchase orders and supply agreements. We do not guarantee supplier honesty, responsiveness, capacity, product quality, delivery dates, inventory availability, savings, revenue recognition or any commercial outcome. You retain responsibility for procurement, production, contractual commitments and business decisions.

3 Supplier access and responses

You may invite suppliers or other authorized business contacts to provide updates through Service-generated links. You must have authority to share the purchase-order information shown to those recipients and to request their responses. Limit access to the intended recipients and promptly report misdirected or compromised links.

A no-login supplier link may provide access based on possession of that link. It is not proof of the respondent's identity or authority. Supplier statuses, dates and explanations are representations of the submitting party, not independently verified statements by Okairo. You must verify material changes through appropriate business procedures.

A recorded update or acknowledgment does not, merely because it appears in the Service, amend a purchase order, accept a price or quantity change, waive rights, or authorize payment. The legal effect of communications between you and a supplier remains subject to your separate agreements and applicable law. No supplier is liable for a Customer's subscription fees merely by submitting a response.

These Customer Terms do not make an independent supplier a party to your subscription agreement. Any supplier-specific notice or agreement is separate.

4 Connected mailboxes and sending authorization

Approval first. The default sending mode requires customer approval before an email is sent. You must review recipients, content, attachments and business consequences before approving a message.

Optional automatic supplier follow-ups. Where available, an authorized Customer administrator may expressly enable automatic supplier follow-ups through a connected mailbox. By enabling that mode, you instruct and authorize Okairo to generate and send supplier follow-up messages on your behalf within the scope, schedule, recipients and limits you select, without separate approval of each message. This authorization does not extend beyond those configured activities.

Internal reminders remain separate. Internal department reminders require customer approval even when automatic supplier follow-ups are enabled. Enabling supplier automation does not authorize automatic internal reminders.

You must have authority to connect and use each mailbox, comply with the mailbox provider's terms and applicable communications laws, and maintain accurate recipient information and configuration. You are responsible for instructions you provide, but these responsibilities do not excuse Okairo's breach of this agreement or nonwaivable legal duties.

You may disable automation or revoke a connection through the available controls or by contacting support. Revocation does not recall messages already sent or prevent delivery of messages already accepted by an external mail provider. Okairo may pause sending for security, service-limit, abuse, account-status or provider-related reasons. A connection or delivery status is not proof of inbox placement, reading or a supplier's agreement.

Automation is not authority to accept or modify binding purchase terms, transfer funds, change bank details, settle disputes or make unrelated commitments. Any distinct transaction capability requires separate, clear authorization and applicable written terms. Independently verify unusual payment instructions, sensitive amendments and suspected impersonation; third-party email content is not itself an instruction from an authorized Customer administrator.

5 Artificial intelligence and information quality

Where enabled, the Service may use automated or AI-assisted extraction, summaries, matching, analysis, suggestions or drafting. Output can be inaccurate, incomplete, stale or misleading, including when input appears correct. Different users may receive similar output, and output may not qualify for intellectual-property protection.

Review consequential output against source records and verify purchase-order numbers, amounts, dates, quantities, parties and recipients. When you choose automatic supplier follow-ups, you are choosing not to approve each individual message within that configured scope; you remain responsible for suitable settings, monitoring and escalation procedures.

Risk indicators and estimated effects are decision-support information, not professional advice or verified findings about a supplier's solvency, wrongdoing or reliability. You must not rely on the Service as the sole basis for safety-critical, regulated or material financial decisions. No disclaimer removes an express obligation we undertake or liability that cannot lawfully be excluded.

6 Customer data and permitted processing

Customer Data includes information submitted to or processed through the Service for you, such as purchase orders, supplier contacts, responses and connected-message content. As between the parties, you retain your rights in Customer Data. You represent that you have the rights, notices, permissions and lawful basis necessary for the processing and disclosures you instruct, including data about employees and suppliers.

You grant Okairo a limited right to host, transmit, copy, process and display Customer Data only as reasonably necessary to provide, secure, troubleshoot and support the Service, follow your lawful instructions and comply with law. Approved service providers may process it for those purposes under appropriate contractual restrictions. This is not a transfer of ownership or permission to sell Customer Data.

These Terms do not authorize using identifiable Customer Data to train general-purpose AI models or sharing one customer's identifiable supplier history with another customer. Any materially different use requires a separately established lawful basis and, where required, explicit agreement. Operational statistics may be used only in a form that does not identify you, another customer or an individual and cannot reasonably be used to reconstruct confidential Customer Data.

Where applicable, a separate data processing addendum and privacy notice address personal-data processing, international transfers, subprocessors and security details. The public launch-list privacy notice covers the launch list only, not all customer-platform processing. These Terms do not substitute for those documents or establish a particular data-residency certification. Do not submit payment-card credentials, account passwords, government identity documents, protected health information, classified information, export-controlled technical data or other specially regulated data unless we have expressly agreed in writing to support that category and established the necessary safeguards.

7 Confidentiality and security

Each party will protect the other's nonpublic business, technical and commercial information disclosed in connection with the Service and reasonably understood to be confidential. Customer Data is Customer confidential information. The recipient will use it only to perform or exercise rights under this agreement and will limit disclosure to persons and service providers with a need to know and appropriate confidentiality obligations.

Confidentiality does not cover information the recipient can demonstrate was lawfully known without restriction, independently developed, lawfully received without a duty of confidence, or publicly available without breach. Required legal disclosure is permitted to the extent necessary, with advance notice where lawful and reasonable assistance seeking protection.

Okairo will maintain commercially reasonable technical and organizational safeguards appropriate to the Service and the agreed processing. No system is entirely secure. Customer remains responsible for its devices, user access and authorized instructions. Authorized Okairo staff may access Customer Data when reasonably necessary for support, troubleshooting, security or lawful service operations. Staff access is restricted by role, and support inspection is read-only and logged. A separate customer approval is not required for each authorized support inspection unless a signed agreement expressly requires it. Security-incident duties and any timing requirements are governed by applicable law and the signed data processing addendum, rather than an invented notification deadline in these Terms.

Confidentiality survives termination for as long as information remains confidential; trade secrets remain protected for the period provided by applicable law.

8 Acceptable use and intellectual property

You may not use the Service unlawfully; send unauthorized, deceptive or abusive communications; infringe others' rights; distribute malicious software; bypass access controls; access another customer's information; overload the Service; or reverse engineer it except where applicable law permits that activity notwithstanding this restriction. Good-faith vulnerability reporting and rights that cannot lawfully be restricted are not prohibited.

Okairo and its licensors retain rights in the Service, software, documentation, interfaces and underlying technology. No rights are granted except those expressly stated. You may provide voluntary suggestions; Okairo may use them without compensation provided it does not disclose your confidential information or claim ownership of your Customer Data. No customer logo, testimonial or case study may be published merely because you use the Service; separate permission is required.

9 Third-party services

Mail providers, identity services, hosting, AI services and other integrations may have their own terms and availability limits. You are responsible for third-party accounts you obtain and for authorizing relevant connections. We may change integrations where reasonably necessary, but will not use this clause to eliminate a material purchased capability during a paid term without addressing your contractual remedies.

Third-party outages, rate limits, changed permissions and inaccurate third-party data may interrupt functionality. We do not guarantee an external provider's performance. This does not remove Okairo's responsibility for its own selected service providers where law or the applicable data processing addendum imposes that responsibility.

10 Trials and extension codes

A free trial does not automatically become a paid subscription, and no payment is charged merely because the trial ends. To start paid service, you must actively select a paid plan and authorize payment after receiving the applicable price, renewal date, term and cancellation disclosures.

The standard launch offer is 30 days free for up to five seats, with no credit card required. The trial begins when your company completes onboarding, not when you join a mailing list. A different duration or limit applies only when expressly stated in your offer. Joining a launch list is not itself the start of a trial. An eligible code changes the trial to 60, 90 or 180 total calendar days, as stated in its offer, measured from the original trial start date. The resulting end date is shown before you apply the code. Only one code may be redeemed per company, each code may be used once, and codes cannot be stacked, transferred where recipient-bound, reused or used to shorten an existing trial. Codes can expire or be revoked before redemption and do not override suspension or account restrictions. It may be redeemed only if the resulting end date is still in the future. Redeeming a code does not restart a fresh 180-day period, and codes do not restore data already deleted under the disclosed retention policy.

When a trial ends without an active paid plan or valid extension, the account becomes read-only. Sending, automatic follow-ups and changes are disabled, while records remain available to view and export during the retention period in Section 14. Beta or test features may remain restricted or unavailable; availability of a setting is not a promise that external sending has been enabled.

11 Paid fees renewal and cancellation

This section applies only if you actively purchase a paid plan. Publishing these Terms does not enable a checkout, authorize a charge or enroll you in a subscription. Prices, currency, plan limits, applicable taxes and payment terms are stated in the Order or checkout. You authorize only the charges affirmatively accepted there. Unless expressly stated otherwise in the Order, monthly plans renew monthly, six-month plans renew for six months, and annual plans renew annually. The renewal amount and date must be disclosed before purchase and displayed in account settings.

You may cancel renewal through the available account controls or by emailing support@okairo.ai. A cancellation received before renewal takes effect at the end of the period already paid for, with access continuing through that period. Processing delay by Okairo does not justify a renewal charge after a timely valid cancellation. No cancellation fee is imposed by these Terms.

Changes to renewal prices or material commercial terms require advance notice sufficient for you to decide whether to cancel before the change takes effect. No price increase applies retroactively to a paid period. Required consent and statutory notice obligations take precedence.

Fees for a paid period are generally nonrefundable merely because you cancel, reduce use or have unused time. Exceptions include applicable law, duplicate or incorrect charges, an express Order provision, and the unused-prepaid-fee remedy for Okairo's uncured material breach in Section 13. A breach does not automatically entitle you to a full historical refund. Report suspected billing errors promptly; this does not shorten a nonwaivable dispute period.

You are responsible for applicable transaction taxes other than taxes on Okairo's net income. Disputed charges should be identified in reasonable detail; we will address good-faith disputes without treating the disputed amount alone as abuse. Nonpayment remedies remain subject to reasonable notice, applicable law and Section 13.

12 Service warranties and disclaimers

Each party represents that it has authority to enter this agreement. Okairo will provide any expressly purchased services in accordance with the material commitments in the applicable Order. No statement in these Terms creates functionality that is not included in your plan.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS WRITTEN COMMITMENTS IN THIS AGREEMENT, THE SERVICE, BETA FEATURES AND AI OUTPUT ARE PROVIDED AS IS AND AS AVAILABLE. OKAIRO DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT TO THE EXTENT LAWFULLY DISCLAIMABLE. WE DO NOT WARRANT ERROR-FREE OR UNINTERRUPTED OPERATION, COMPLETE DATA RECOVERY OR PARTICULAR PROCUREMENT OR FINANCIAL RESULTS. THESE DISCLAIMERS DO NOT OVERRIDE EXPRESS REMEDIES, NONWAIVABLE RIGHTS OR RESPONSIBILITY THAT CANNOT LAWFULLY BE EXCLUDED.

13 Suspension and termination

Either party may terminate for the other's material breach that remains uncured for 30 days after written notice describing the breach. If a breach cannot reasonably be cured, applicable law and any separately agreed immediate-termination rights govern.

Okairo may immediately restrict affected functionality when reasonably necessary to address unlawful use, a material security threat, risk to other customers or a binding legal requirement. For ordinary overdue payments, we will provide notice and a reasonable opportunity to resolve the matter before suspension. Restrictions should be proportionate; where lawful and safe, we will explain the reason and restore access after resolution.

If Customer properly terminates because Okairo fails to cure a material breach within the required period, Okairo will refund prepaid subscription fees attributable to the unused period after termination. This contractual refund does not itself establish a full refund, punitive award or entitlement to consequential damages. Nonwaivable remedies remain unaffected.

Cancellation of renewal is different from immediate termination, deletion or a security suspension. A security or legal restriction may limit read-only access where necessary, but does not automatically authorize indefinite retention. Provisions intended to survive, including accrued payment obligations, confidentiality, ownership, lawful retained-data obligations, liability provisions and dispute terms, survive termination.

14 Read-only retention export and deletion

Following the end of paid access or a free trial without an active paid plan or valid extension, Customer receives 90 days of read-only access to view and export its available records. Sending, automation and changes remain disabled. The period starts when the applicable paid or trial access ends, not when renewal is canceled in advance.

Deletion is currently handled through support, rather than an automatic day-90 deletion system. Contact support@okairo.ai to request deletion or confirm an export deadline. We will not delete operational records solely because the account expires during the 90-day access period, unless you request it or law, security or abuse prevention requires otherwise. Access after that period is not guaranteed. If we introduce scheduled deletion, we will provide advance notice and a reasonable opportunity to export; these Terms do not promise automated reminder emails that are not available.

An export contains the records supported by the export function, not a complete backup or restoration image. It includes available business settings, company memberships, suppliers and contacts, jobs and customer orders, manufacturing orders, POs, relevant events and reporting history, and supported import and upload metadata. It excludes passwords and sessions, credentials, active supplier-response tokens, connected email bodies, billing records, schema and certain operational state such as pending approvals. Original uploaded files are not included in the structured export and must be downloaded separately where available. Large exports may require support assistance. Review the disclosed export scope and download the files your business needs.

On a valid deletion request, we will confirm the scope and arrange deletion of operational data, subject to applicable law and any agreed processing terms. Restricted backup copies may persist until their applicable backup lifecycle completes and will not be used for ordinary production purposes. These Terms do not specify a fixed maximum backup-retention period. Applicable deletion instructions must be reapplied if a backup is restored. Limited records needed for tax, billing, disputes, fraud prevention or legal obligations may be retained only as necessary, with access and use restricted to that purpose. A need to retain those records is not a reason to keep all operational data indefinitely.

Requests for earlier deletion, legal holds and mandatory personal-data rights are handled under applicable law and the data processing addendum. These Terms do not imply that every retained record can be erased immediately. Any reactivation must occur before applicable data deletion and under an eligible plan or code; deleted data is not guaranteed to be recoverable.

15 Third-party claims

Customer will defend Okairo against third-party claims to the extent caused by Customer's unlawful use of the Service, infringement by Customer-provided data, or lack of required rights to provide data or send communications. Customer will pay damages and reasonable settlements attributable to those claims. This obligation does not apply to the extent a claim results from Okairo's breach, unauthorized processing, negligence or misconduct.

Okairo must promptly notify Customer, allow Customer to control the defense with competent counsel, and provide reasonable cooperation at Customer's expense. Failure to give prompt notice reduces obligations only to the extent of actual prejudice. Customer may not settle a claim admitting fault, imposing nonmonetary obligations on Okairo or failing to release Okairo without its prior written consent, not to be unreasonably withheld. Okairo may participate at its own expense.

Any intellectual-property indemnity from Okairo must be expressly stated in a signed Order or addendum. No such indemnity is provided by these Terms.

16 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR BUSINESS INTERRUPTION, REGARDLESS OF LEGAL THEORY, EVEN IF ADVISED OF THEIR POSSIBILITY.

EXCEPT FOR THE EXCLUSIONS BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID FOR THE AFFECTED SERVICE DURING THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR A FREE-ONLY ACCOUNT, THE AGGREGATE CAP IS US$100. RELATED CLAIMS DO NOT CREATE SEPARATE CAPS.

The monetary cap does not limit Customer's obligation to pay agreed fees or its obligations under Section 15, refunds expressly due under this agreement, either party's fraud, willful misconduct or gross negligence, or liability that applicable law does not permit to be limited. The damages exclusion does not exclude those misconduct liabilities or legally nonwaivable liability. Unless a signed agreement expressly provides a separate cap, confidentiality and data-security claims fall within the ordinary cap to the extent lawful. No insurance coverage is represented by these Terms.

These provisions allocate contractual risk, not permission to act unlawfully. Any unenforceable limitation applies only to the extent enforceable and does not eliminate mandatory rights.

17 Disputes and general provisions

Governing law: Texas law, excluding conflict-of-law rules, subject to applicable mandatory law. Before litigation, the parties will attempt in good faith to resolve a dispute through written notice and business discussions for 30 days, unless urgent relief is needed or delay would prejudice legal rights.

Subject to mandatory law, the parties consent to exclusive jurisdiction and venue in the state courts in Denton County, Texas, or the United States District Court for the Eastern District of Texas where federal jurisdiction exists. These Terms do not require arbitration or waive trial by jury.

Legal notices to Okairo must be sent to support@okairo.ai ; request the current company notice address if physical delivery is required. Notices to Customer may be sent to the designated account contact. Legal service of process remains governed by applicable law. Support and cancellation requests also go to support@okairo.ai.

Material changes to these Terms will be communicated in advance with the revised terms and effective date. Changes do not apply retroactively to accrued disputes or materially reduce paid-term commitments without agreement or an appropriate remedy. Material changes requiring fresh consent will not be imposed merely by posting a new page.

Neither party may assign this agreement without the other's consent, not unreasonably withheld, except in connection with a merger, reorganization or sale of substantially all relevant assets if the successor assumes the obligations and the assignment does not unlawfully reduce Customer's data protections. Neither party is the other's partner, employer or general agent; Section 4 authorizes only its defined sending activities.

Neither party is responsible for delay caused by events beyond its reasonable control, provided it takes reasonable mitigation steps. This does not excuse payment already due, required data safeguards or nonwaivable duties. If prolonged disruption materially prevents purchased service, the parties will address termination and unused-prepaid-fee remedies in good faith rather than claiming unlimited relief from performance.

If a provision is unenforceable, it will be limited only as necessary and the remaining provisions remain effective. Failure to enforce a provision is not a waiver. This agreement and its incorporated documents constitute the agreement on their subject matter and supersede prior discussions, except enforceable express commitments preserved in an Order. Amendments must follow the agreed written or electronic acceptance process.